ACCESSPOINT: Selling Merchant Portfolio to Raise Funds & Pay Debt -----------------------------------------------------------------AccessPoint Corporation is a vertically integrated provider of electronic transaction processing and value-added business services. Its transaction processing service routes, authorizes, captures, and settles all types of non-cash payment transactions for retailers and businesses nationwide. It services the payment processing needs of sellers by (1) providing merchant underwriting, risk management and account services, and (2) supporting the network and technology services necessary for both retail (in-store) and Internet point of sale transactions. To this core function it provides sellers with a entire suite of integrated business applications that centralize the management of (A) both in-store and online transaction processing and accounting, (B) automated web site design, hosting services and catalog creation and management, (C) merchandising and benefits management, (D) order processing and tracking services, and (E) a whole host of reporting and monitoring tools.

Management has indicated that during the coming twelve months, the Company will not be able to satisfy the cash requirements and has no financing alternatives to satisfy the obligations except for the sale of a portion of the merchant portfolio. The plans for the coming twelve months include the contemplation of a sale of the merchant portfolio for the purpose of recapitalizing the company and paying down debt. Should a portion of the merchant portfolio be sold, AccessPoint will be forced to reduce the staffing levels in line with the reduction in revenue realized. During the coming twelve months, the Company will continue to pursue enhancements of the existing Merchant Manager and Transaction Manager products to meet the demands of an increasingly competitive marketplace. It does not anticipate the development of any products during the coming twelve-month period and will not expend significant resources on the research or development of new product lines.

The Company's net loss for the year ended December 31, 2003 was $50,615, as compared to the net loss of $6,846,552 for the year ended December 31, 2002. The difference is the result of the increase in Income from operations and decrease in Other expense.

The Company had cash of $28,393 at December 31, 2003, as compared to cash of $35,961 at December 31, 2002. AccessPoint has negative working capital at December 31, 2003 and believes that cash generated from operations will not be sufficient to fund the current and anticipated cash requirements and the pay down of existing debts.

Mendoza Berger & Company, LLP., the Company's independent auditors, in their Auditors Report dated March 23, 2004, stated, in part, "the Company has suffered recurring losses from operations and its limited capital resources raise substantial doubt about its ability to continue as a going concern."

Comcast alleges that certain defaults exist under the Agreements, as to which Comcast filed 72 unsecured proofs of claim against the ABIZ Debtors.

The ABIZ Debtors and Comcast agreed to:

(1) the assumption of the Agreements by the ABIZ Debtors, subject to an amendment; and

(2) a cure of the Defaults and resolution of the Claims.

The Agreements and the fiber optic communications systems are essential to the ABIZ Debtors' ability to provide telecommunications services to their customers in their four core business markets.

Accordingly, the Parties stipulate that:

(1) The term of each of the Agreements will be 20 years from April 7, 2004.

(2) The Calculation of Payments provision for each of the Agreements will be the same as that reflected in Annex A of the Agreement pertaining to the Jacksonville, Florida market. A full-text copy of Annex A is available for free at: http://bankrupt.com/misc/Comcast_Agreement_Annex_A.pdf

In full satisfaction of the cure obligations of the ABIZ Debtors under the Agreements, pursuant to Section 365(b)(1) of the Bankruptcy Code, and the Claims, the ABIZ Debtors will pay Comcast the sum of:

-- $893,234; and

-- 36 equal monthly installments of $40,574, commencing on the first day of the first month after the Effective Date.

Headquartered in Coudersport, Pennsylvania, Adelphia Business Solutions, Inc., now known as TelCove -- http://www.adelphia-abs.com/ -- is a leading provider of facilities-based integrated communications services to businesses, governmental customers, educational end users and other communications services providers throughout the United States. The Company filed for Chapter 11 protection on March March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-11389) and emerged under a chapter 11 plan on April 7, 2004. Harvey R. Miller, Esq., Judy G.Z. Liu, Esq., Weil, Gotshal & Manges LLP represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $ 2,126,334,000 in assets and $1,654,343,000 in debts. (Adelphia Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)

AIR CANADA: Reaches Impasse in CAW Discussions on Cost Realignment------------------------------------------------------------------Air Canada announced that it has reached an impasse after 16 days of discussions with the CAW aimed at achieving the CAW's share of the $200 million cost savings to be achieved in order to satisfy the labour condition in the Deutsche Bank Standby Purchase Agreement and the GE Capital Aviation Services Global Restructuring Agreement.

"There was insufficient movement in the union's response to the Company's offer of May 17 to warrant a continuation of discussions," said Paul Brotto, Executive Vice President, Cost Control and Planning. "The Company's proposal to the CAW is consistent with what was agreed to by all other employee groupsat Air Canada and Air Canada Jazz in terms of productivity and wage reductions. We salute the leadership of ACPA, CUPE, the IAMAW, CALDA, and the Jazz unions, ALPA, the Teamsters, and CALDA for the tremendous work accomplished in the past few weeks. We are too close to our goal to turn back. And so we will immediately commence discussions with Deutsche Bank and GECAS to determine next steps."

Agreements were reached with the International Association of Machinists and Aerospace Workers representing 14,500 technical operations and airport ground service, finance, cargo and clerical personnel, the Air Canada Pilots Association, representing approximately 3000 pilots at the mainline carrier, the Canadian Airline Dispatchers Association, representing flight dispatchers. and CUPE, representing approximately 5,800 flight attendants. Tentative agreements have also been reached with all unions representing Air Canada Jazz employees - the Airline Pilots Association, CALDA, CAW, and Teamsters Canada. Air Canada management and non-unionized staff have also contributed their share of the $200 million cost savings target.

The CAW Airline Division represents approximately 5000 customer sales and service agents and crew schedulers at Air Canada and approximately 1400 employees at Air Canada Jazz comprised of customer service agents, maintenance and engineering staff and crew schedulers.

On May 14, 2004, Air Canada and The Office of the Superintendent of Financial Institutions reached an agreement which satisfies the pension funding relief condition in the Deutsche Bank Standby Purchase Agreement, eliminating one of the two remaining conditions that must be satisfied.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada -- http://www.aircanada.ca/-- represents Canada's only major domestic and international network airline, providing scheduled and charter air transportation for passengers and cargo. The Company filed for CCAA protection on April 1, 2003 (Ontario Superior Court of Justice, Case No. 03-4932) and Section 304 petition with the U.S. Bankruptcy Court for the Southern District of New York (Case No. 03-11971). Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the Debtors' U.S. Counsel. When the Debtors filed for protection from its creditors, they listed C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

"The CreditWatch listing follows the announcement that Cardinal Health Inc., a large medical products distribution firm, will acquire the innovative manufacturer of medication safety products for $2 billion," said Standard & Poor's credit analyst Jill Unferth. Upon completion of the transaction, Cardinal is expected to assume ALARIS' debt, including its $175 million 7.25% senior subordinated notes due in 2011, and the ratings will be raised to levels consistent with Cardinal's credit quality. At March 31, 2004, ALARIS had $338 million of debt outstanding.

ALTERNATIVE FUEL: Accepts $547,500 Contract for Iranian Project ---------------------------------------------------------------Alternative Fuel Systems Inc. (TSX:ATF) announced that the Company has accepted contracts valued at $547,500 U.S. (about $764,000 CDN) with the Iranian Heavy Diesel Engine Manufacturing Company to design and build equipment to allow a 3.3 megawatt nominal capacity heavy duty diesel electrical generator to run on a mixture of natural gas and diesel fuel. Phase one of the contract covers six engineering milestones, the first five of which are valued at about $433,000 CDN. These five milestones are scheduled for completion over the next seven months. After customer acceptance of the deliverable for each milestone, payment will be drawn against a Letter of Credit that is now in place.

The last milestone of the first phase involves final testing of equipment in Iran, and is valued at $21,000 CDN. This payment will occur at a later date, once the equipment for the project has been commissioned.

The second phase of the contract involves building the hardware and controllers for the project. The value of the second phase of the contract is $222,000 U.S. ($310,000 CDN). This phase is scheduled for completion within seven months, with one shipment to trigger payment from a second Letter of Credit that is also in place.

Although AFS anticipates that both phases of the contract will becompleted, there is no guarantee that such will occur. The contracts carry a standard holdback of 10% of total value, which will be released upon successful completion of all phases, final acceptance of the work by DESA, and expiry of the twelve-month warranty period.

With respect to the company's CCAA proceedings, meetings of creditors and securityholders of AFS have been scheduled for June 29, 2004 to vote on the Company's Plan of Arrangement. In order for those meetings to be held, approval to file the Plan must be obtained from the Court of Queen's Bench of Alberta.

AFS is a Canadian environmental technology company providing innovative and cost-effective solutions to the growing global problem of harmful exhaust emissions from internal combustion engines. AFS has commercialized electronic engine management systems enabling diesel and gasoline engines to operate oncleaner burning natural gas. AFS' natural gas systems and components are installed worldwide in new vehicles manufactured by Original Equipment Manufacturers, or retrofitted in existing fleets. AFS is headquartered in Calgary, Canada and trades on the Toronto Stock Exchange under the trading symbol ATF.

(a) Claim No. 14 and 15, which appear to be two different pages of the same original claim, dated August 11, 2003. In Claim Nos. 14 and 15, the IRS asserts $371,892 in unsecured priority claims and $24,567,584 in unsecured general claims;

(b) Claim No. 5, dated August 12, 2003, states that it is Amendment No. 1 to the proof of claim filed on August 11, 2003. In Claim No. 5, the IRS asserts $24,564,476 in unsecured priority claims and $675,000 in unsecured general claims;

(c) Claim No. 6, dated August 13, 2003, states that it is Amendment No. 2 to the proof of claim filed on August 11, 2003. In Claim No. 6, the IRS asserts $34,065,986 in unsecured priority claims and $675,000 in unsecured general claims. Claim No. 6 is identical to Claim No. 5 with the exception of two new entries -- March 31, 1999 for $6,082,791 and March 31, 2003 for $256,892;

(d) Claim Nos. 517 and 589 are duplicates of Claim No. 6; and

(e) Claim No. 632, dated November 12, 2003, states that it is Amendment No. 4 to the proof of claim filed on August 11, 2003. In Claim No. 632, the IRS asserts $34,105,986 in unsecured priority claims and $675,000 in unsecured general claims.

Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in Reno, Nevada, informs the Court that after extensive investigation and with the full cooperation of the Reorganized Debtors, the IRS has determined that Amerco has no net tax liability to the IRS in connection with the IRS's Claim. To the contrary, the IRS has determined that, with respect to the corporate income tax returns for years ending March 31, 1995, March 31, 1996 and March 31, 1997, Amerco has overpaid the IRS by about $6,400,000 in connection with prepetition tax liabilities, which constitutes the IRS's Claim. Thus, any liability on the part of Amerco with respect to the corporate income tax claims have been discharged.

With respect to potential corporate income tax liabilities for the fiscal years ending March 31, 1998 and March 31, 1999, Mr. Beesley points out that the corporate income tax returns for these years were filed, and Amerco's ongoing investigation on the claims related to these claims is expected to disclose further net overpayments by Amerco to the IRS, warranting a finding of discharge of any liability. The corporate income tax return for the year ending March 31, 2003 was filed, and all tax liabilities satisfied. With respect to any claim related to WT-FICA taxes for the quarter ending June 30, 2003, Amerco's investigation demonstrated full payment of the taxes, as referred in IRS Forms 941 produced to the IRS. Hence, these claims have also been discharged. Moreover, Amerco's investigation disclosed that Amerco had no obligation to file IRS Form 1042 with respect to foreign tax returns for tax years 1994 and later, of which the IRS has already been advised.

AMERCO: Complies with SEC Request for Documents-----------------------------------------------To clarify any confusion in the market place resulting from a recently published article, AMERCO (Nasdaq: UHAL) said that on Thursday, May 13, 2004, the United States Bankruptcy Court in Reno Nevada ruled that it has jurisdiction over potential claims filed by the Securities and Exchange Commission (SEC), and that as of April 21, 2004, the company had complied with the SEC's Administrative Subpoenas, having produced over 1.4 million documents, including e-mails.

The company is pleased with the Court's findings and will continue to cooperate fully with the SEC fact-finding inquiry.

For more information about AMERCO and to review the court documents in their entirety, visit http://www.amerco.com/

About AMERCO

Headquartered in Reno, Nevada, AMERCO's principal operation is U-Haul International, renting its fleet of 96,000 trucks, 87,000 trailers, and 20,000 tow dollies to do-it-yourself movers through over 1,000 company-owned centers and 15,000 independent dealers located throughout the United States and Canada. The Company filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case No. 03-52103). Craig D. Hansen, Esq., Jordan A. Kroop, Esq., Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire, Sanders & Dempsey LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,042,777,000 in total assets and $884,062,000 in liabilities.

AMERICAN SOIL: Exploring Financing Options to Meet Capital Needs----------------------------------------------------------------American Soil Technologies, Inc. develops, manufactures and markets cutting-edge technology that decreases the need for water in dry land farming, irrigated farming and other plant growing environments while increasing crop yield and reducing the environmental damage caused by common farming practices.

The Company manufactures two primary products: Agriblend(R), a patented soil amendment developed for agriculture, and Nutrimoist(TM), developed for homes, parks, golf courses and other turf related applications.

The Company experienced losses in its last two fiscal years. The Company expects that as a result of its efforts during the last two years to develop strategic alliances, marketing agreements, and distribution networks, sales volume in subsequent periods should increase.

Revenue from the sale of agricultural products increased from $201,950 during the Company's prior fiscal year to $479,336 in its current fiscal year. Since these arrangements are new and untested, it is uncertain whether these actions will be sufficient to produce net operating income for the fiscal year 2004. However, and according to the Company, given the gross margins on the Company products, future operating results should be improved.

Cash and cash equivalents totaled $31,720 and $15,606 at December 31, 2003 and at June 30, 2003, respectively. Net cash used by operations was $1,006,914 for the year ended June 30, 2003 compared to net cash used by operations of $679,699 for the comparable year ended June 30, 2002. The Company has historically relied upon one of its officers and significant shareholders to provide cash to meet short term operating cash requirements.

American Soil Technologies has a working capital deficiency, (current assets less current liabilities) of $98,805 as of December 31, 2003 and $125,458 as of June 30, 2003 compared to a deficit in working capital $582,530 as of June 30, 2002. The positive change in working capital is because debentures payable is no longer current.

The Company has incurred an accumulated deficit of $10,260 and has a working capital deficit of approximately $99,000 as of December 31, 2003. The ability of the Company to continue as a going concern is dependent on obtaining additional capital and financing and operating at a profitable level. The Company intends to seek additional capital either through debt or equity offerings and to increase sales volume and operating margins to achieve profitability. The Company's working capital and other capital requirements during the next fiscal year and thereafter will vary based on the sales revenue generated by the recent accumulation of additional products and the distribution and sales network the Company has created and will continue to grow.

The Company will consider both the public and private sale of securities and or debt instruments for expansion of its operations if such expansion would benefit the overall growth and income objectives of the Company. Should sales growth not materialize, the Company may look to these public and private sources of financing. There can be no assurance, however, that the Company can obtain sufficient capital on acceptable terms, if at all. Under such conditions, failure to obtain such capital likely would at a minimum negatively impact the Company's ability to timely meet its business objectives.

Epstein, Weber & Conover, P.L.C., independent auditors for the Company, noted in its Auditor's Report under date of March 19, 2004: "The Company has suffered recurring losses from operations, cash flow deficiencies from operations and has negative working capital. These matters raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern."

BEACON POWER: Faces Possible Nasdaq Delisting on November 15, 2004------------------------------------------------------------------Beacon Power Corporation (Nasdaq: BCON), a development stage Company that designs and develops sustainable energy storage and power conversion solutions that provide reliable electric power for the renewable energy, telecommunications, distributed generation and UPS markets, announced that it has received a letter from Nasdaq dated May 17, 2004 indicating that the Company's common stock has not met the $1.00 minimum bid price requirement for continued listing for the past 30 days and that the Company's common stock is, therefore, subject to delisting from the Nasdaq SmallCap Market, pursuant to Nasdaq Marketplace Rule 4310(c)(4). Therefore in accordance with Marketplace Rule 4310c(8)(I), the Company will be provided 180 calendar days, or until November 15, 2004, to regain compliance or face delisting on November 15, 2004.

"To attain compliance the Company's common stock must close at $1.00 per share or more for ten consecutive days before November 15, 2004. In the event that the Company's stock does not meet this requirement but meets the requirements for inclusion on the Nasdaq SmallCap Market as set forth in Marketplace Rule 4310 c, the Company would be granted an additional 180 calendar day period to regain compliance." said Jim Spiezio, CFO of Beacon Power.

About Beacon Power Corporation

Beacon Power Corporation designs and develops sustainable energystorage and power conversion solutions that provide reliableelectric power for the renewable energy, telecommunications,distributed generation and UPS markets. Beacon's latest product isthe Smart Power M5, a 5-kilowatt power conversion system for grid-connect solar power applications. The Smart Power M5 is a UL-approved, "all-in-one" power conversion system incorporatingmultiple high-performance components in one unit that deliversinstantaneous power in the event of a grid outage. Beacon is alsoknown for its advanced flywheel-based Smart Energy systems,designed to provide reliable, environmentally friendly powerquality solutions for electric utility transmission anddistribution and other applications. For more information, go to http://www.beaconpower.com/

* * *

As reported in the Troubled Company Reporter's April 1, 2004edition, Beacon states that while it had cash and cash equivalentsof approximately $9.3 million at December 31, 2003, it continuesto incur losses. Based on the Company's rate of expenditure ofcash, and the additional expenditures expected in support of itsbusiness plan, the Company will require additional financing inearly 2005 to continue as a going concern. Because there is nocertainty of Beacon successfully completing the requiredfinancing, the Company's independent auditors inserted anexplanatory paragraph related to a going concern uncertainty intothe Company's most recent Form 10K. The Company is pursuing anequity investment to alleviate these concerns.

"We have taken significant actions to reduce our cash expenditureswhile maintaining our technical capabilities and focused onidentifying market opportunities. These efforts have resulted inthe introduction of our Smart Power M5 inverter system and marketinterest in our Smart Energy Matrix flywheel systems for frequencyregulation of the power grid," said Bill Capp, president and CEOof Beacon Power. "We will need to obtain an equity investment byearly 2005 to continue to execute our business plan and based onthe growing market interest in our products, I believe that wewill raise the necessary funds to continue operations andimplement our plan."

BIOGAN INTERNATIONAL: Disclosure Statement Hearing on May 26------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware will convene a hearing to consider the approval of Biogan International, Inc.'s Disclosure Statement with respect to its Liquidating Chapter 11 Plan.

As previously reported in the Troubled Company Reporter's May 18, 2004 issue, the Debtor filed its Liquidating Chapter 11 Plan and Disclosure Statement with the Court.

The Honorable Peter J. Walsh will begin the hearing to consider any changes or modifications in the Disclosure Statement at 3:00 p.m. on May 26, 2004.

Any written objection to the approval of the Disclosure Statement must be received on or before May 19, 2004 by:

Headquartered in Toronto, Ontario, Canada, Biogan International, Inc., was a mineral products smelter and seller. The Company filed for chapter 11 protection on April 15, 2004 (Bankr. Del. Case No. 04-11156). Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor represent the Debtor. When the Company filed for protection from its creditors, it listed $9,038,612 in total assets and $8,280,792 in total debts.

CABLETEL COMMS: Toronto Stock Exchange Suspends Securities Trading ------------------------------------------------------------------Cabletel Communications Corp. (AMEX: TTV) (TSX: TTV) announced that trading of its securities on The Toronto Stock Exchange has been suspended as a result of the Company's failure to maintain continued listing requirements.

The Company also announced that, as a result of its previously disclosed liquidity issues and working capital shortfall, it is currently unable to file its annual financial statements and related MD&A for the year ended December 31, 2003, its interim financial statements and related MD&A for the three months ended March 31, 2004, or its Annual Information Form (AIF) on a timely basis as prescribed by Canadian securities laws.

As previously announced, the Company is exploring a restructuring of the Company's corporate shell for a possible sale. Under such circumstances the Company would seek to (i) restructure or resolve creditor claims, and (ii) file financial statements, MD&A and AIF as required. Furthermore, any such resolution may require the Company to seek protection under applicable bankruptcy laws.

The Company will disclose relevant particulars of any insolvency proceedings as they may arise in the future and the Company further intends to file with the Securities Commissions throughout the period in which it is in default, the same information it provides to its creditors.

The 2003 annual financial statements and AIF are required to be filed on or before May 19, 2004, and the first-quarter interim financial statements were required to be filed on or before May 15, 2004. The Company is unsure of when it may be in a position to file the financial statements, MD&A and AIF, as it depends upon the results of its restructuring efforts. Should the Company not file its 2003 annual financial statements and AIF on or before July 19, 2004, and not file its first quarter 2004 interim financial statements on or before July 15, 2004, the Ontario Securities Commission may impose an Issuer Cease Trade Order against the Company.

About Cabletel Communciations

Cabletel Communications offers a wide variety of products to theCanadian television and telecommunications industries required toconstruct, build, maintain and upgrade systems. The Company'sengineering division offers technical advice and integrationsupport to customers. Stirling Connectors, Cabletel'smanufacturing division supplies national and internationalclients with proprietary products for deployment in cable, DBSand other wireless distribution systems. More information aboutCabletel can be found at http://www.cabletelgroup.com/

"While we remain committed to developing our in-vivo glucose monitoring technology for the multi-billion dollar diabetes market, our immediate focus is to commercialize applications of our near infrared diagnostic technology that can generate nearer term revenue," said CME President and CEO Duncan MacIntyre. "Our lead product, HemoNIR(TM), will provide reagentless in-vitro measurement of hemoglobin in a clinical setting and is currentlyundergoing internal validation."

For the year ended December 31, 2003 the Company incurred a net loss from continuing operations of $2,589,000 ($0.29 per share) compared with a net loss of $3,273,000 ($0.37 per share) for the year ended December 31, 2002. The Company also reported a loss from discontinued operations of $1,060,000 ($0.12 per share) for the year in connection with the 1999 sale of the AdvantageMedical Division.

Revenue for the year ended December 31, 2003 was $164,000, a decrease of $212,000 from the prior year, attributable to a $111,000 decline in licensing and royalty revenue resulting from a decline in Food Quantifier unit sales period-to-period. Recurring interest income was $44,000 lower, and investment tax credit interest $56,000 lower because of lower balances in short-terminvestments and investment tax credits receivable during 2003, as compared to 2002.

For 2003, research and development expenses decreased 24% to $1,922,000 from $2,526,000 in 2002. General and administration costs decreased 15% to $1,665,000 from $1,970,000 in the prior year. This decrease was primarily due to a reduction in legal work associated with protecting the Company's intellectual property.

At December 31, 2003, cash and short-term investments were $253,000, compared to $1,524,000 at December 31, 2002. Subsequent to year-end, the Company raised additional capital, net of financing, costs of $1,860,000 through a private placement of securities. Based on the current cash utilization rate, management anticipates that the Company has sufficient capital resources to sustain operations into the first quarter of 2005. Management is pursuing several capital-raising initiatives including licensingopportunities and additional private placements of equity.

CME Telemetrix is a leading developer of near infrared, spectroscopy based, medical diagnostic technology. The Company has an extensive portfolio of optical, electronic and algorithm related patents in the field of blood analysis. Currently, the Company's primary focus is the development of in-vivo and in-vitro devices that utilize near infrared light to measure key bloodanalytes. Additional information is available on the Company's website at http://www.cmetele.com/

* * *

As reported in the Troubled Company Reporter's February 19, 2004 edition, CME Telemetrix is continuing to pursue strategic initiatives, which include ongoing discussions with potential partners and the exploration of merger and acquisition opportunities. Also, to manage its cash position, management gave working notice to substantially all of its employees of their termination. This action ensures that should the Company not be able to secure adequate short-term and long-term financing it will not be liable for statutory termination payments.

"We regret having to take this action in light of the tremendousdedication and loyalty our employees have demonstrated," said Duncan MacIntyre, President and Chief Executive Officer. "We remain committed to our goal of developing non-invasive blood monitoring devices that will improve the quality of life of millions of people, but in order for our scientists to continue this vital work we must secure additional capital resources."

In the event that a financing solution is not found in the coming weeks, the Company will take further steps to wind down operations.

Centurion CDO VII Ltd. is a CDO backed primarily by senior secured loans and is structured as a cash flow transaction.

The transaction is managed by American Express Asset Management Group Inc., a wholly owned subsidiary of the American Express Financial Corp.

The ratings are based on the following:

-- Adequate credit support provided by subordination and excess spread;

-- The expected commensurate level of credit support in the form of subordination to be provided by the notes junior to the respective classes;

-- The cash flow structure, which is subject to various stresses requested by Standard & Poor's;

-- Scenario default rates of 32.14% for the class A-1a, A-1b, and A-2 notes, 25.26% for the class B notes, 21.72% for the class C notes, 16.43% for the class D notes and 20.06% for the class G combination securities; and break-even loss rates of 43.95% for the class A-1a, 36.91% for the class A-1b and A-2 notes, 27.64% for the class B notes, 23.63% for the class C notes, 21.39% for the class D notes, and 22.17% for the class G combination securities;

-- Weighted average maturity (WAM) of 4.89 years for the portfolio;

-- Default measure (DM) of 3.46%;

-- Variability measure (VM) of 1.61%; and

-- Correlation measure (CM) of 1.63 for the portfolio.

Under Standard & Poor's stresses, interest on the class B, C, and D notes is deferred for some periods; thus, the rating on the these notes addresses the ultimate payment of interest and principal. The class G combination securities are rated to the return of stated principal only and bear no stated rate of interest.

CHAMPIONLYTE: Expects Havana Contract to Yield Positive Q2 Results------------------------------------------------------------------ChampionLyte Holdings, Inc., (OTC Bulletin Board: CPLY) reported operating results for the three months ended March 31, 2004. Revenues were $237,182 with a loss of $.03 per share. The Company had negligible operations in the comparable period last year.

"We are truly seeing the impact of a major company-wide restructuring that has yielded high-quality products and vastly improved marketing and distribution to, most recently, some of the nation's premier grocery chains and specialty retailers," said David Goldberg, president of ChampionLyte Holdings, Inc. "Our sugar-free sports drinks and sugar-free syrups are clearly products that are in demand and address growing national concerns over obesity and diabetes. Both product lines are not only great tasting but they contain no sugar, no calories and no carbohydrates.

"Last week we announced a long-term distribution agreement with our beverage subsidiary for a minimum of 18,000 cases, or ten tractor trailer loads of ChampionLyte(R) sugar free sports drinks, with Havana International Incorporated and FTZ Ship and Duty Free Supplies Inc.," Goldberg said. "We shipped the first order last month and we have just received a second order for 18,000 additional cases. We believe the Havana contract along with other recent orders as well as reorders will have a positive impact on 2nd quarter results."

Miami-based Havana International distributes its products to Tennessee, Texas, Michigan, Illinois, New Hampshire, Massachusetts, West Virginia, Virginia, Pennsylvania, Georgia, Kentucky, California, New York and New Jersey. It also distributes to a number of major cruise lines.

ChampionLyte Beverages, Inc. manufactures and markets ChampionLyte(R), the first completely sugar-free entry in the multi-billion dollar isotonic sports drink market. It is the only sports drink with no sugar, calories, sorbitol, saccharin, aspartame, caffeine or carbonation. The reformulated product is sweetened with Splenda(R), the trade name for Sucralose produced by McNeil Nutritionals, a Johnson & Johnson company.

About ChampionLyte Holdings, Inc.

ChampionLyte Holdings, Inc. is a fully reporting public company whose shares are quoted on the OTC Bulletin Board under the trading symbol CPLY. Its recently formed beverage division, ChampionLyte Beverages, Inc., a Florida corporation, manufactures, markets and sells ChampionLyte(R), the first completely sugar-free entry into the multi-billion dollar isotonic sports drink market. Its The Old Fashioned Syrup Company subsidiary manufactures, distributes and markets three flavors of sugar-free syrups. The products are sold in more than 20,000 retail outlets including some of the nation's largest supermarket chains.

At March 31, 2004, ChampionLyte Holdings' balance sheet shows a total stockholders' deficit of $1,787,854.

"The outlook revision follows the company's disclosure that high fuel prices are expected to produce a loss in the second quarter and, if they continue at current levels, 'a significant loss for 2004 and beyond'," said Standard & Poor's credit analyst Philip Baggaley. "Continental is attempting to raise fares, but if other airlines do not follow suit, then Continental may need to seek concessions from its employees, a step that it has thus far tried to avoid," the credit analyst continued. The company projects that it will nevertheless finish the second quarter with $1.5 billion to $1.6 billion of unrestricted cash, in line with previous guidance, but continued high fuel prices and a competitive domestic pricing environment will likely cause cash balances to decline thereafter.

Continental's liquidity, a concern in late 2001, has improved but remains somewhat constrained. Unrestricted cash and short-term investments, $1.4 billion at March 31, 2004, are the principal source of financial flexibility. The company is reevaluating previous plans to contribute $300 million to its pension plans, and may now instead fund only the minimum $17 million, taking advantage of recent pension legislation. Current maturities of debt and capital leases as of March 31, 2004, were about $464 million. A large majority of capital expenditures (mostly aircraft) have financing commitments in place, and cash capital expenditures (net of refunds in aircraft pre-delivery deposits) are forecast at $131 million during the remainder of 2004.

Continued significant losses could undermine liquidity and cause a downgrade.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in New York, tells Judge Blackshear that since November 21, 2003, the Heber Debtors have taken these steps in connection with the consummation of the Heber Plan:

a) On December 18, 2003, the Geothermal Sale closed and the Equity Interests in Heber Field Company, Heber Geothermal Company, Second Imperial Geothermal Company, L.P., and Mammoth-Pacific, L.P., were transferred to Ormat Nevada, Inc. Pursuant to the Alternative Transaction Purchase Agreement, and as contemplated in the Heber Reorganization Plan, Ormat Nevada exercised their option to directly acquire the Equity Interests in Second Imperial Geothermal Company, L.P. Because of the exercise of this option, Ormat Nevada did not acquire the Equity Interests in these Heber Debtor Holding Companies -- AMOR 14 Corporation, Covanta SIGC Energy, Inc., and Covanta SIGC Energy II, Inc.

b) Upon the closing, all Contracts were assumed by the applicable Debtor and assigned to the applicable Buyer pursuant to the Heber Reorganization Plan.

c) Each of the conditions to the Effective Date pursuant to the Heber Reorganization Plan occurred or was waived in accordance with the Heber Reorganization Plan. As a result, the Heber Reorganization Plan became effective occurred on December 18, 2003 and each of the Heber Debtors, including the Heber Debtor Holding Companies, emerged from Chapter 11 protection.

d) Distributions have been made by the Reorganized Heber Debtors on account of all Allowed Claims in Class 1, Class 2H, Class 3H and Class 7 under the Heber Reorganization Plan.

e) Cure Amounts have been paid to the non-debtor counterparties to the relevant contracts as identified in the Heber Reorganization Plan and the Heber Confirmation Order.

f) The Debtors are continuing to engage in the claims reconciliation process with respect to Disputed Claims against the Heber Debtors, including the review of Disputed Claims and the prosecution of claims objections pursuant to the Heber Reorganization Plan. The Heber Debtors noted in their Second Report that, as of April 20, 2004, there were five Disputed Claims for which they intend to file objections within the next four weeks.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation -- http://www.covantaenergy.com/-- is a publicly traded holding company whose subsidiaries develop, own or operate power generation facilities and water and wastewater facilities in the United States and abroad. The Company filed for Chapter 11 protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826). Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $3,280,378,000 in assets and $3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)

DANKA BUSINESS: March 31 Balance Sheet Insolvent by $64.8 Million-----------------------------------------------------------------Danka Business Systems PLC (Nasdaq:DANKY) announced fourth-quarter and fiscal 2004 year-end results for the period ended March 31, 2004.

For the fourth-quarter the Company reported a net loss of $96.4 million, which was largely attributable to certain significant items, including a $50.8 million non-cash charge against deferred tax assets; a $30.5 million restructuring charge; and a $7.8 million provision for income tax expense. The charge against the deferred tax assets was a result of the Company's analysis under FAS 109 which evaluates the likelihood that such net deferred tax assets and net loss carryforwards will ultimately be realized. Excluding the restructuring charge, the Company achieved operating earnings of approximately $1 million.

Danka's fourth-quarter revenue was $343.5 million, 3.5% lower than the year-ago period but a 3.7% increase from the third quarter. Adjusting for currency exchange, revenue was 10.9% lower than in the year-ago period. Within that total, retail service revenue was $160.8 million, 6.0% lower than the year-ago period but 2.8% and 3.5% higher than the third and second quarters, respectively. Revenue from retail equipment and related sales, which include software and professional services, was $125.3 million, a slight decline from the year-ago quarter, but 9.3% higher than the third quarter.

The sequential revenue improvements were driven in part by the continued digital transformation of the company's business, including an increase in the digital portion of the worldwide equipment base to 55%. "I am pleased that, as expected, the increased digital base has eased downward pressure on service revenue which has been a major driver of our year on year revenue declines," said Todd Mavis, Danka's Chief Executive Officer. "The increased digital base has also resulted in an increase in connectivity rates, due to more digital placements as well as increased installations of Danka @ the Desktop(TM) solutions and color systems. Increasing connectivity is important because it helps to drive volumes in our installed base and, as a result, the volume decline that we've experienced for some time is finally beginning to flatten."

Continued progress in the company's growth initiatives also contributed to the sequential increase in revenues. Revenue from these offerings - which include software, professional services, TechSource(TM) multi-vendor services, and printers - was 180% higher than the year-ago quarter and 12% higher sequentially. "We exited the fourth quarter with an annualized run rate of approximately $65 million in our growth initiatives, which play a vital role in enabling sales of our traditional offerings," said Mavis. "I'm particularly pleased with our TechSource(TM) business development, including the increase in our IBM business and the recent establishment of a new service relationship with H-P, which we expect to drive future growth in our service business."

"Our strategies for the analog-to-digital transition have resulted this quarter in the stabilization of our service revenue," commented Todd Mavis. "This success, combined with the positive impact from our growth initiatives, enabled us to increase total revenue sequentially and achieve our largest revenue quarter of the year. At the same time, we generated operating and free cash flows of approximately $18 million and funded the implementation of expense reductions in pursuit of our previously announced target of $50 million-plus in annualized cost savings."

Gross margins in the fourth quarter were 35.0%, 270 basis points lower than a year ago. The fourth-quarter margins were negatively impacted versus the year-ago period by some larger, lower-margin equipment transactions and a reduction in lease and residual payments from a diminishing external lease funding program. Sequentially, gross margins were down 130 basis points. Fourth-quarter SG&A was $118.9 million or 34.6% of revenue. SG&A was 6.6% lower than the year-ago quarter. Adjusting for currency exchange SG&A would have been 12.7% lower than the year-ago period. SG&A was 9.4% higher sequentially; however, this sequential increase was largely due to several events in the fourth quarter, such as the seasonal restart of calendar-year employee tax and vacation accruals, an increase in bad debt expense, unfavorable foreign exchange rates, and an increase in sales commissions associated with higher equipment sales. In addition, the third quarter was favorably impacted by a $3 million pension adjustment in Europe.

"Our continued ability to generate positive cash enabled us to make significant progress in implementing our cost restructuring program and invest in our growth initiatives," continued Mavis. "We have seen a meaningful reduction in capital expenditures, primarily because most of the spending on our Vision 21 reengineering program is behind us. In addition, although SG&A expenses increased in the fourth quarter because of several quarter-specific events, we still succeeded in attaining more of our previously identified cost reductions. We will vigorously execute on our cost reduction plans and expect to realize the balance of our $51 to $56 million in annualized cost savings during the middle of fiscal 2005."

Full-Year Results Summary and CFO Comments

For fiscal 2004 year, Danka reported:

-- Revenue of $1.3 billion, 4.9% less than the prior year. Much of the decline is attributable to the impact on retail service revenues by the previously discussed digital transition.

-- Free cash flow of $32.9 million, including a $31.3 million increase in the company's cash balance from $81.5 million to $112.8 million during the course of the year.

-- Gross debt at year-end was $244 million and Net debt at year end was $131.2 million, a 13.3% decrease from the end of the prior fiscal year.

"Looking at the past year, we're pleased that we were able to complete our senior note offering last July, finish the U.S. conversion to Oracle, continue to generate cash, and continue reducing our net debt. Going forward we will be very focused on reducing costs in pursuit of our goal of SG&A not exceeding 30% of total revenue," stated Mark Wolfinger, Danka's chief financial officer. "With our strong liquidity and cash positions we are now well positioned to meet and fund both our growth opportunities and our restructuring initiatives."

At March 31, 2004, Danka Business Systems' balance sheet reflects a stockholders' deficit of $64,755,000.

About Danka

Danka delivers value to clients worldwide by using its expert technical and professional services to implement effective document information solutions. As one of the largest independent providers of enterprise imaging systems and services, the company enables choice, convenience, and continuity. Danka's vision is to empower customers to benefit fully from the convergence of image and document technologies in a connected environment. This approach will strengthen the company's client relationships and expand its strategic value. For more information, visit Danka at http://www.danka.com/

Danka is a registered trademark and Danka @ the Desktop and TechSource are trademarks of Danka Business Systems PLC. All other trademarks are the property of their respective owners.

The Company's net loss was $2,369,546 for the year ended December 31, 2003 as compared to net loss of $2,211,703 for the year ended December 31, 2002. This increase was the result of increasing financing costs and a reduction of inventory to market in the amount of $43,682 as well as increasing activity and related additional expenses.

Net revenue was not sufficient to meet operating expenses for the year ended December 31, 2003. In addition, as of December 31, 2003, the Company's current liabilities exceeded itscurrent assets by $2,041,845. These factors create an uncertainty regarding the Company's ability to continue as a going concern.

Since inception, Desert Health has financed its cash flow requirements through debt financing, issuance of common stock for cash and services, and minimal cash balances. As it continues its marketing activities in Europe, Asia and North America, it may continue to experience net negative cash flows from operations, pending receipt of sales revenues, and will be required to obtain additional financing to fund operations through common stock offerings and bank borrowings to the extent necessary to provide working capital.

DIRECTVIEW: Stockholders' Deficit Climbs to $836,453 at March 31----------------------------------------------------------------DirectView, Inc. (DRVW) (OTCBB:DRVW) a full-service provider of high-quality, cost efficient videoconferencing technologies and services, reported results for the 1st quarter 2004 earlier this week. Net Sales improved from $81,700 for 1st quarter 2003 to $144,402 for the 1st quarter 2004, representing a 76.7% increase. Furthermore gross profit improved from $54,399 for the 1st quarter 2003 to $103,638 for the 1st quarter 2004, a 91% increase from the same period a year earlier. With the acquisitions of Meeting Technologies in Q1 2004 the pro forma net sales amount is $203,573.

Michael Perry, CEO of DirectView, Inc., said: "I am pleased to report the improved results for the 1st quarter 2004. Looking forward, our financial goals are to restructure our debt while continuing to grow our top line revenues. This improvement is further evidence of the acceptance the videoconferencing equipment and services we provide as a preferred means of cost efficient, reliable communication. As the industry matures we hope to garner a growing share of this market by providing the customer with exceptional service and professional advice."

At March 31, 2004, DirectView Inc.'s balance sheet shows a stockholders' deficit of $836,453 compared to a deficit of $824,995 at December 31, 2003.

DISTRIBUTION DYNAMICS: Seeks to Employ Eisner as Accountants ------------------------------------------------------------Distribution Dynamics, Inc., and its debtor-affiliates want to hire the firm of Eisner LLP as its accountants. The Debtors tell the U.S. Bankruptcy Court for the District of Minnesota that the services of Eisner are necessary to enable them to maximize the value of their estates and to reorganize successfully.

Eisner will provide tax and accounting services to assist the Debtors in the course of these chapter 11 cases, including:

a) completion of tax returns for the fiscal year ended September 30, 2003; and

b) completion of the 401(k) audits for ERISA filings.

The customary hourly rates charged by Eisner personnel anticipated to be assigned to this case are:

After reviewing the seven Claims filed by the Dynegy Claimants based on amounts allegedly owed to one or more of the Dynegy Claimants pursuant to a Master Netting Setoff and Security Agreement entered into on November 8, 2001, between the Debtors and the Dynegy Claimants, the Debtors determine that:

(a) the Master Netting Agreement is avoidable;

(b) if properly calculated under the Master Netting Agreement, the Dynegy Claimants owe about $230,000,000 in settlement payments to the Enron Companies, plus interest as calculated pursuant to the Master Netting Agreement, and attorneys' fees as allowed by law;

(c) the Claims are duplicative of each other;

(d) the Dynegy Claimants failed to indicate what amount was specifically owed by which Debtor to which Dynegy Claimant; and

(e) the Dynegy Claimants failed to provide sufficient details to support the amount asserted.

Accordingly, the Debtors ask the Court to disallow and expunge the seven Dynegy Claims:

(a) by the principles of res judicata, Mr. Kimsey cannot relitigate the claims that have been fully adjudicated by the District Court of Harris County, Texas, 333rd Judicial District; and

(b) Mr. Kimsey failed to substantiate his claim with sufficient evidence to support the claim amount.

Thus, the Debtors ask Judge Gonzalez to disallow and expunge Claim No. 16513 for $7,216,593 in its entirety.

The Abbey Claim

Abbey National states that its claim is simply for "securities fraud under federal law and Texas state law, common law fraud, and negligent misrepresentation." Other than this brief statement, Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York, notes that the Abbey National Claim does not set forth any facts in support of its alleged fraud and negligent misrepresentation claims that would support any legal basis.

According to Ms. Gray, Transportadora and Petrobras failed to provide sufficient information or documentation to support their Claims and the Claims do not contain evidence to support the Debtors' liability for the Claims.

Thus, the Debtors ask the Court to disallow and expunge these Claims in their entirety:

EQUIFIN INC: First Quarter 2004 Net Loss Increases to $378,000--------------------------------------------------------------EquiFin, Inc. (AMEX:II and II,WS) reported results for its first fiscal quarter ended March 31, 2004. Revenues for the first quarter increased 57.6% to $643,000, compared to revenues of $408,000 for the same period a year ago. For the quarter ended March 31, 2004, the Company had a net loss from its continuing operations of $378,000 or $0.05 per share, compared to a loss of $396,000 or $0.05 per share from continuing operations for the same quarter in 2003. Income from discontinued operations was $65,000 for the quarter ended March 31, 2003 bringing the net loss to $331,000 or $.04 per share for the first quarter of 2003.

For the quarter ended March 31, 2004, the Company's portfolio of commercial loans performed without significant change from the beginning of the year. Outstanding credits, and the interest and fees derived from these credits remained relatively constant. The first quarter results were impacted, by the amortization for debt expense which increased from $73,000 in the first quarter of 2003 to $149,000 during the first quarter of 2004. Selling, general and administrative expenses rose to $659,000 in the first quarter of 2004 from $570,000 last year as a result principally of a stock option repurchase and expenses of personnel and investor functions.

"It will be incumbent on us in the coming months to aggressively pursue ways to grow our portfolio of loans from small businesses," said Mr. Craig, EquiFin's President and Chief Executive Officer. "We continue to pursue innovative financing options and ways to grow through acquisition. At the same time, we will examine ways to reduce costs, until such time as we attain the critical mass necessary in our loan portfolio."

Additionally, we will continue to review opportunities to maximize our position in the small business finance field given the need to establish a critical mass of portfolio to support basic asset based finance activities."

* * *

In its Form 10-KSB for fiscal year ended December 31, 2003 filed with the Securities and Exchange Commission, Equifin, Inc. reports:

Liquidity and Capital Resources

"Cash used in operating activities amounted to $916,000 for the year ended December 31, 2003. Investing activities required cash of $6,904,000, which included $7,474,000 for development of the loan portfolio which was offset to an extent by $250,000 received from the sale of a participation. Financing activities provided $8,510,000 in cash, which included $6,066,000 in borrowings and $2,880,000 from the sale of convertible notes. The result of these activities was a net increase in cash of $690,000 which increased cash to $1,078,000 at year-end December 31, 2003.

"In December 2001, Equinox Business Credit Corp., an 81% owned subsidiary of the Company, entered into a Loan and Security Agreement with Wells Fargo Foothill, which provided for the initiation of a $20,000,000 revolving credit facility. The agreement provides for interest at the prime rate plus 1.25% (equal to 5.25% at December 31, 2003). Equinox is permitted to borrow under the Credit Facility at up to 85% of the borrowing base, which consists of eligible notes receivable, as defined in the Agreement. Under the terms of the Agreement, as amended, Equinox must maintain tangible net worth (including subordinated debt) of $3,000,000 from December 31, 2003 through February 29, 2004; $3,050,000 through May 31, 2004; $3,100,000 through August 31, 2004 and $3,150,000 thereafter; a leverage ratio, as defined, of not more than 5 to 1 and an interest coverage ratio of not less than 1.1 to 1, increasing to 1.25 to 1 beginning April 2004. Equinox did not maintain the tangible net worth requirement for December 31, 2002, January 31, 2003, February 28, 2003 and June 30, 2003 and the interest coverage ratio at September 30, 2003. Through amendments to the Agreement, the lender waived the defaults for those periods.

"During 2004, Equinox is also required to realize, for each fiscal quarter in 2004, 75% of its projected revenues and projected earnings before tax based on projections previously furnished to Foothill. All the assets and the capital stock of Equinox are pledged to secure the Credit Facility, which is also guaranteed by the Company. There was $9,839,000 outstanding on the Credit Facility at December 31, 2003. The Agreement matures December 19, 2004 and the has lender informed the Company that it does not currently intend to renew the agreement.

"The Company will seek to replace the credit facility prior to maturity, however there can be no assurance that such efforts will be successful. If our current facility is not replaced, we might negotiate a sale of our portfolio, apply all cash flow generated by the loans securing the facility to pay down our borrowings thereby adversely effecting our liquidity position. In this situation, we may not be able to satisfy our outstanding loan commitments, originate new loans or continue to fund our operations."

Also, the report of Equifin Inc.'s independent public accountants includes this paragraph:

"The Company incurred net losses and negative cash flows from its operating activities during 2003 and 2002. As of March 12, 2004, the Company did not have any other source of funds to replace the funds provided by the credit facility when it expires in December 2004. Such matters raise substantial doubt about the Company's ability to continue as a going concern."

ERN LLC: Gets Court Okay to Hire Linowes and Blocher as Counsel---------------------------------------------------------------The U.S. Bankruptcy Court District of Maryland, Baltimore Division, gave its stamp of approval to ERN, LLC, to employ Linowes and Blocher LLP, as its counsel in its chapter 11 proceeding.

Linowes and Blocher will:

a. advise the Debtor with respect to its powers and duties as a debtor-in-possession in the continued management of his financial affairs;

b. represent the Debtor in proceedings instituted by or against Debtor;

d. assist the Debtor in the preparation of its Schedules and Statement of Financial Affairs and any amendments thereto that Debtor may be required to file in this case;

e. assist the Debtor in the preparation, presentation and confirmation of a Plan of Reorganization and Disclosure Statement, including negotiations with creditors and other parties in interest with respect thereto; and

f. perform any other legal services necessary or appropriate to assist the Debtor in discharging its duties as a debtor- in-possession.

Linowes and Blocher will bill the Debtor at its customary hourly rates:

Headquartered in Baltimore, Maryland, ERN, LLC -- http://www.ern-llc.com/-- provides point of sale check guaranty and credit card servicing to merchants. The Company filed for chapter 11 protection on April 28, 2004 (Bankr. Md. Case No. 04-20521). Carrie Weinfeld, Esq., James A. Vidmar, Jr., Esq., and Rebecca S. Beste, Esq., at Linowes and Blocher, LLP represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $1,159,361 in total assets and $12,878,478 in total debts.

FIRST VIRTUAL: Delayed Form 10-Q Prompts Nasdaq's Delisting Notice------------------------------------------------------------------First Virtual Communications, Inc. (Nasdaq: FVCX), announced that the Company received a letter from Nasdaq on May 18, 2004 noting the failure of the Company to file its Quarterly Report on Form 10-Q for the period ended March 31, 2004 by the filing deadline of May 17, 2004, a violation of Marketplace Rule 4310(c)(14). As a result, the Company's securities are subject to delisting from The Nasdaq SmallCap Market and, at May 20, 2004, the Company's trading symbol was changed from "FVCX" to "FVCXE".

The Company has requested a hearing before a listing qualifications panel to review this determination by Nasdaq Staff. Any delisting action will be stayed pending the panel's decision. While there can be no assurance that the panel will grant the Company's request for continued listing, the Company's management is actively working to maintain the listing.

On April 30, 2004, the Company announced that the Audit Committee of its Board of Directors had engaged independent counsel to conduct an investigation after the Company became aware of several irregular sales transactions involving its sales operations in China. The Company will not file its Quarterly Report until its auditors have completed their review for the three months ended March 31, 2004. That review will not be finished until the ongoing investigation is completed.

About First Virtual Communications

First Virtual Communications is a premier provider of infrastructure and solutions for real time rich media communications. Headquartered in Redwood City, California, the Company also has operations in Europe and Asia. More information about the company can be found at http://www.fvc.com/

Class Description Treatment ----- ----------- --------- N/A Administrative Paid in cash, in full on Plan Expense Claims Effective Date; provided that any claim for professional fees by a professional not retained by the Debtors or the Committees for "substantial contribution" will be debt of PCT and paid by PCT.

Allowed Claims are estimated to be in the range of $96 million to $125 million as of the Effective Date.

Deemed to accept the Plan.

N/A Priority Tax Claim (1) If payment of the Allowed Claim is not secured or guaranteed by a surety bond or other similar undertaking, commencing on the Plan Effective Date, the Claimant will be paid the principal amount of the Claim plus simple interest on any outstanding balance from the Effective Date calculated at the interest rate available on 90-day U.S. Treasuries on the Effective Date, in quarterly deferred Cash payments over a period not to exceed six years after the date of assessment of the tax on which the Claim is based, unless the Debtors and the Claimant mutually agree to a different treatment or as otherwise ordered by the Court.

(2) If payment of the Allowed Claim is secured or guaranteed by a surety bond or other similar undertaking, the Claimant will be required to seek payment of its Claim from the surety in the first instance. Only after exhausting all right to payment from its surety bond will the Claimant be permitted to seek payment from the Debtors.

To the extent the surety pays the Allowed Claim in full, the Claim will be extinguished. The surety's Claim against the Debtors for reimbursement is not entitled to be paid as a Priority Tax Claim.

To the extent the surety holds no security for its surety obligations, it will have a Class 6 Claim.

To the extent the surety holds security for its surety obligations, the surety will have a Class 3A Claim.

Allowed Claims are estimated to be in the range of $11 million to $13 million as of the Plan Effective Date.

Deemed to accept the plan.

N/A DIP Claims Paid in cash, in full.

Allowed Claims estimated to be in the range of $25 million to $30 million, as of the Plan's Effective Date.

Deemed to accept the plan.

1A Other Priority Paid in cash, in full. Non-Tax Claims Allowed Claims estimated to be in the range of $6 million to $15 million, as of the Effective Date.

Deemed to accept the plan.

1B Property Tax Claims Paid in cash, in full.

The Allowed Claim will be paid the principal amount of such Claim plus simple interest on Any outstanding balance from the Effective Date calculated at the interest rate available on 90- day U.S. Treasuries on the Plan's Effective Date, in quarterly deferred Cash payments over a period not to exceed six years after the date of assessment of the tax on which the Claim is based, unless the Debtors and the Claimant mutually agree to a different treatment.

Allowed Claims estimated to be in the range of $5 million to $6 million, as of the Effective Date.

Impaired. Entitled to vote.

2 Prepetition Lenders' Paid in full. Secured Claims Exit Financing Facility and Tranche B Loan will not be secured by the assets transferred to the PCT or the RCT.

Allowed Claims estimated to be

$200 million to $220 million as of the Effective Date.

Deemed to accept the plan.

3A Other Secured Claims On the Effective Date, or that are not Class 1B after that as soon as Claims practicable, each Holder of an Allowed Claim -- e.g. PMSI Holders, equipment financing lenders, etc. -- will receive one of these treatments, at the Debtors' option, such that they will be rendered unimpaired pursuant to Section 1124 of the Bankruptcy Code:

(i) The payment of the Allowed Claim in full, in Cash;

(ii) The sale or disposition proceeds of the property securing the Allowed Claim to the extent of the value of the Holder's interests in the property; or

(iii) The surrender to the Holder of the property securing the Claim.

Allowed Claims are estimated to be in the range of $750,000 to $2 million as of the Effective Date.

Deemed to accept the plan.

3B Approved TLV On the Effective Date, or as Reclamation soon as practicable, the RCT Claims will issue the Class 3B Preferred Interests in favor of the Holders of Allowed TLV Reclamation Claims in the estimated aggregate amount of such Allowed Claims under the Term Sheet -- with the interests to be reissued as such Claims are allowed by Final Order or settlement -- and grant a first- priority lien to such Holders on the RCT Assets entitling each Holder of an Allowed TLV Claim to its Ratable Proportion of the RCT Assets up to the total amount of each Holder's Allowed TLV Claim, in full satisfaction, settlement, release and discharge of each Allowed TLV Reclamation Claim against the RCT Assets.

Reconciliation of Class 3B Claims will be done in accordance with the Plan.

Class 3B Preferred Interests will earn interest, which will begin to accrue 60 days after the Effective Date at the Wall Street Journal listed prime rate.

Assuming the Reclamation Term Sheet settlement is approved, Allowed Claims are estimated to be in the range of $43 million to $60 million, as of the

Effective Date prior to giving effect to any of the deductions asserted by the Debtors which will be transferred to the RCT and will be paid in full under the Plan by the RCT or Core-Mark Newco.

Impaired. Entitled to vote.

3C DSD Trust Claims Each Holder of an Allowed Claim will be paid the Ratable Proportion of the DSD Settlement Fund. The DSD Settlement Fund will be $17.5 million.

Impaired. Entitled to vote.

4 PACA & PASA Claims In full satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed PACA/PASA Claim that is due and payable on or before the Effective Date, on the Effective Date or as soon as practicable thereafter, the Holder of such Claim will be paid the principal amount of such Claim on any outstanding balance, unless the Holder consents to other treatment.

Allowed Claims estimated to be in the range of $8 million to $14 million, as of the Effective Date.

Deemed to accept the plan.

5 Non-TLV Claims On the Effective Date, or as soon as practicable after that, the RCT will issue Class 5 Preferred Interests in favor of the Holders of Allowed Non-TLV Reclamation Claims in the estimated aggregate amount of their Allowed Claims and grant a second priority lien on the RCT Distributable Assets entitling each Holder to its Ratable Proportion of RCT Assets, after:

(i) all Class 3B Claims are paid in full; and

(ii) Core-Mark Newco is reimbursed for its payment under the TLV Guaranty.

As additional security for the Class 5 Preferred, Core-Mark Newco will provide a junior guarantee.

Allowed Claims estimated to be in the range of $62 to $90 million as of the Effective Date prior to giving effect to any of the deductions asserted by the Debtors. Holders of Class 5 Claims will be paid a Ratable Proportion of their Allowed Non-TLV Reclamation Claims, up to the full amount, by the RCT or Core-Mark Newco.

In the event the RCT has proceeds for distribution after satisfaction of all Allowed TLV Reclamation Claims and Net Non-TLV Reclamation Claims and repayment to Core- Mark Newco of advances under the Guarantees, the Holders of Allowed Class 5 Claims will be entitled to be paid their pro rata share of the remaining RCT Assets up to the full amount of their Non-TLV Reclamation Claims.

Impaired. Entitled to vote.

6 General Unsecured On the Effective Date, each Claims other than Holder of an Allowed General Convenience Claims Unsecured Claim will be paid in full satisfaction, settlement, release and discharge of and in exchange for each and every Allowed General Unsecured Claim, at the Debtors' option, in one or a combination of:

(i) issuance of a Ratable Proportion of New Common Stock, subject to dilution from the issuance of warrants to the Tranche B Lenders and through the Management Incentive Plan; or

(ii) in the event the Debtors, with the consent of the Creditors Committee, elect to sell some or all of their assets, a Ratable Proportion of Cash remaining from the sale of those assets after all of the Allowed Unclassified Claims and Claims in Classes 1 through 5 have been satisfied in full.

As additional consideration, each Holder of an Allowed General Unsecured Claim will be entitled to a Ratable Proportion of excess proceeds, if any, available from the PCT after payment by the PCT of all claims and obligations required to be made by the PCT under the Plan or the PCT Agreement.

Allowed Claims estimated to be in the range of $2.6 billion to $3.2 billion, as of the Effective Date. Based on this estimated range of Allowed Claims and the estimated value of New Common Stock, the Holders will receive stock in Core-Mark Newco with a value equal to 4% to 7% of the Allowed Amount of each Holder's Claim.

Holders of Senior Notes will receive a higher recovery due to their contractual seniority to the Holders of Senior Subordinated Notes. Holders of Senior Notes will receive stock in Core-Mark Newco with a value equal to approximately 11.5% of the Allowed Amount of the Holder's Claim.

Impaired. Entitled to vote.

7 Convenience Claims On or as soon as practicable after the Effective Date, each Holder of an Allowed Convenience Claim will receive a Cash distribution equal to 10% of the amount of its Claim; provided however, the aggregate amount of the Allowed Class 7 Claims will not exceed $10,000,000. If the aggregate amount of the Allowed Class 7 Claims exceeds $10,000,000, each Holder will receive its Ratable Proportion of $1,000,000.

Allowed Claims estimated to be in the range of $5 million to $10 million, as of the Effective Date.

Impaired. Entitled to vote.

8 Equity Interests No distribution.

Deemed to reject the Plan.

9 Intercompany Claims No distribution.

Deemed to reject the Plan.

10 Other Securities No distribution. Claims and Interests Deemed to reject the Plan.

The preliminary ratings are based on information as of May 19, 2004. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect credit support composed of the subordination of 6.57% for class A, 3.76% for class B, and 1.88% for class C; and a nonamortizing, fully funded reserve account equal to 0.50% of initial gross principal balance. The payment structure also features a turbo mechanism by which excess spread after covering losses and building up the reserve fund to its required level will be used to pay the securities until the requisite overcollateralization is reached. Furthermore, although asset-backed yields have generally increased since Ford Motor Credit Co.'s prior securitization, the discount rate applied to the receivables for the yield supplement overcollateralization amount was increased to offset the deterioration in available excess spread, thus allowing hard credit enhancement to remain unchanged.

FURNAS COUNTY: Wants to Bring-In Woods & Aitken as Attorneys------------------------------------------------------------Furnas County Farms asks the U.S. Bankruptcy Court for the District of Nebraska to approve its application to employ the professional services of Joseph H. Badami, Esq., James A. Overcash, Esq., and the law firm of Woods & Aitken LLP as attorneys in its bankruptcy proceeding.

The firm will:

a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession and in the continued operation of its business and in the management and liquidation of its property;

b. prepare on behalf of the Debtor necessary legal documents;

c. prepare and file a Plan of Reorganization and accompanying Disclosure Statement for an on behalf of Debtor; and

d. perform all other legal services for Debtor as may be reasonably requested by Debtor and as are reasonably necessary herein.

Headquartered in Columbus, Nebraska, Furnas County Farms is engaged in owning, leasing, operating and managing swine operations. The Company, along with 4 of its debtor-affiliates filed for chapter 11 protection on May 3, 2004 (Bankr. D. Nebr. Case No. 04-81489). When the Company filed for protection from their creditors, they listed both estimated debts and assets of over $50 million.

GENTEK: S&P Keeps Positive Watch on BB- Rating After Krone Sale---------------------------------------------------------------Standard & Poor's Ratings Services said that its 'BB-' corporate credit rating on Gentek Inc. remains on CreditWatch with positive implications where it was placed on March 26, 2004, when the company announced that it had agreed to sell its Krone communications business to unrated ADC Telecommunications Inc.

Standard & Poor's today also withdrew its 'B' senior secured rating (with a second lien), as the debt was repaid in full with asset sale proceeds. GenTek announced yesterday that it had completed the sale for $294 million in cash and the assumption of around $56 million of pension and employee-related liabilities. Net proceeds mostly reduced debt and, after application of proceeds, the company is expected to have $25 million-$35 million of cash and less than $2 million in debt.

Hampton, New Hampshire-based GenTek Inc. is a diversified provider of automotive and industrial products and specialty chemicals, with revenues around $1 billion (before the Krone sale). The Krone unit had revenues of $316 million and adjusted operating income of $13 million in 2003. GenTek emerged from bankruptcy in November 2003.

Several key issues--distinct from the obvious benefits of substantial debt reduction--will be considered in resolving the CreditWatch. GenTek's remaining businesses are still diverse; some are quite profitable, while others are more challenged. As evidenced by the Krone sale, however, there is potential for fairly large shifts in the company's business mix and financial structure over time, as the new board of directors formulates strategy.

GenTek's new board, installed as a result of the bankruptcy proceedings that ended in November 2003, is working to formulate its strategy. GenTek's growth in the past was mainly through acquisitions, but the company has indicated that it will now focus on the remaining businesses--but even those businesses are diverse, so an understanding of emphasis will be important.

While GenTek's debt has been substantially reduced as a result of the Krone sale, the strategic direction and mix of organic growth versus acquisitive growth is likely to require some future financing. Understanding expectations for the capital structure will be an important topic.

"We will consider the impact of these issues on the company's prospective business and financial profile. If growth plans and the resulting financial profile are considered to be improved and sustainable, a modest upgrade is possible," Mr. Schulz said.

GENTEK: Court Classifies Stepanian $290K Cure Claim as Unsecured----------------------------------------------------------------Ira Stepanian served as a director of the Reorganized GenTek Debtors from April 30, 1999 to November 10, 2003. In his capacity as a director, Mr. Stepanian participated in several benefit programs, including:

(a) a $290,706 claim for prepetition services payment with respect to the Deferred Compensation Plan;

(b) a claim for amounts he accrued under the Retirement Plan;

(c) a claim for amounts he accrued under the Restricted Unit Plan; and

(d) a claim for indemnification, including contribution and reimbursement that was incurred under the Debtors' Articles or Certificate of Incorporation and Bylaws.

On October 22, 2003, the Reorganized Debtors obtained Court authority to reject the Retirement Plan and the Restricted Unit Plan. As to the executory contracts that were not targeted for rejection, the Reorganization Plan generally provided, with certain exceptions, that those executory contracts would be deemed assumed.

On December 23, 2003, after consummation of the Reorganization Plan, Mr. Stepanian amended his claim. He maintained his claims for prepetition amounts that arose under the Restricted Unit Plan and the Retirement Plan but withdrew that aspect of his original claim that was predicated on a theory of indemnification. Mr. Stepanian noted that the Reorganization Plan eliminated any claims against him for which he might have sought indemnification.

Mr. Stepanian also withdrew that portion of his original claim that alleged a claim under the Deferred Compensation Plan. Mr. Stepanian maintained that, because the Deferred Compensation Plan was not rejected by the Reorganized Debtors before Plan confirmation, it was deemed assumed pursuant to the Plan.

Mr. Stepanian asserts a $290,000 claim for cure amounts in view of the "deemed assumption" of the Deferred Compensation Plan.

By this motion, Mr. Stepanian asks the Court to compel the Debtors to pay his cure claim. Mr. Stepanian contends that his cure claim is entitled to administrative treatment.

Debtors Object

The Reorganized Debtors do not dispute Mr. Stepanian's Amended Claim that asserts unsecured claims for amounts arising under the Restricted Unit Plan or the Retirement Plan. However, the Reorganized Debtors ask the Court to fix and allow the unsecured claims for $6,530 and $325,411.

Also, the Reorganized Debtors do not object to Mr. Stepanian's withdrawal of that portion of his original claim that was predicated on indemnification grounds. The Reorganized Debtors, however, oppose his Amended Claim to the extent it now seeks to characterize the amounts allegedly owed to him under the Deferred Compensation Plan as "cure amounts" entitled to administrative claim treatment.

The Reorganized Debtors seek to fix and allow Mr. Stepanian's claim under the Deferred Compensation Plan as a $290,706 unsecured claim because the Deferred Compensation Plan is not an assumed executory contract. Any amounts owed to Mr. Stepanian under the Deferred Compensation Plan constitute an unsecured claim, not an administrative claim.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington, Delaware, points out that in In re Waste Systems Int'l, Inc., 280 B.R. 824, 826 (Bankr. D. Del. 2002), the court indicated that, with respect to executory contracts, it is axiomatic that a contract is executory "only where the obligations of both the bankrupt and the other party to the contract are so far unperformed that the failure of either to complete performance would constitute a material breach excusing the performance of the other."

There was no continuing obligation owed by Mr. Stepanian as of the Petition Date, where the non-performance of which would constitute a breach excusing GenTek from its obligation to pay Mr. Stepanian. Mr. Stepanian elected to stop deferring compensation under the Deferred Compensation Plan as of June 30, 2002 -- almost four months before the Petition Date.

In In re Roth American, Inc., 107 B.R. 44, 46 (Bankr. M.D. Pa. 1989) "a contract is not executory if the only remaining obligation is the payment of money." According to Mr. Chehi, the only obligation that the Debtors owed to Mr. Stepanian under the Deferred Compensation Plan as of the Petition Date was the payment of money.

Mr. Chehi maintains that the Reorganization Plan expressly provides that the Bankruptcy Court would address disputes regarding the executory nature of any contract. The Plan's "deemed assumption" provision simply does not apply. The Plan specifically affords the Debtors an additional 30 days -- from the date of entry of a final order of the Court -- to assume or reject the contract found to be executory. Therefore, under the terms of the Plan, in the event the Court determined that the Deferred Compensation Plan is executory, the Reorganized Debtors have 30 days to reject it. In that event, the Reorganized Debtors would seek to reject the contract.

Mr. Stepanian's argument -- in correspondence sent to GenTek shortly after he filed his Amended Claim -- that the Reorganization Plan should be found to be unenforceable because it is somehow in violation of the Bankruptcy Code, is simply without merit, Mr. Chehi continues. Mr. Stepanian not only failed to object to that particular Plan provision but actually approved the filing of the Plan in his capacity as a director.

* Bastrop Central Appraisal District, McDade ISD; * County of Brazos, City of Bryan, City of College Station, College Station ISD; * County of Brewster, Alpine ISD, Marathon ISD; * County of Comal; * County of Denton, City of Justin, City of Krum, City of Sanger, City of Ponder, Krum ISD, Ponder ISD, Sanger ISD, Clear Creek Watershed Authority; * Grimes and Grimes CAD; * Groesbeck ISD; * County of Guadelupe; * County of Hardin, Kountze ISD, Lumberton ISD; * Hays CISD; * County of Liberty; * Mexia, ISD; * County of Presidio, Marfa ISD; * County of Terrell, Terrell County ISD; and * Valentine ISD

The Debtors and the Taxing Authorities stipulate and agree that:

(a) The Tax Claims reflect the totality of the Taxing Authorities' claims against the Debtors through the Effective Date;

(b) Without further delay, the Debtors will pay to the Taxing Authorities $132,389 to satisfy the Tax Claims;

(c) The proofs of claim that relate to the Tax Claims will be expunged, and the Taxing Authorities will release the Debtors from any tax liability, interest, or penalties relating to all of the Tax Claims including, without limitation, any person who could be liable for the Tax Deficiencies pursuant to the personal liability provisions of the laws of the State of Texas or any other applicable local or municipal law;

(4) The Stipulation resolves and discharges all of the Debtors' audit liabilities for all taxes arising in taxable periods through the Effective Date, including any penalties or interest, and the Taxing Authorities will not institute any assessment for taxes due, owing, payable, or arising in connection with taxable periods through the Effective Date, and will forbear from implementing any of the assessment and collection remedies authorized by the Bankruptcy Code or the laws of the State of Texas or any other applicable local or municipal law;

(5) The Stipulation supersedes all prior agreements and undertakings between the Parties relating to the Tax Claims; and

(6) The Stipulation will be governed by the laws of the State of Texas.

The payments to be made to the Taxing Authorities are:

Bastrop Central Appraisal District $6,242 Brazos, County of 24,787 Brewster, County of 18,977 Comal, County of 0 Denton, County of 45,987 Grimes and Grimes CAD 966 Guadalupe, County of 0 Hardin, County of 7,801 Hays CISD 0 Liberty, County of 0 Groesbeck ISD and Mexica ISD 26,119 Terrell, County of 0 Valentine ISD 1,507 Presidio and Marfa ISD 0

The 36 Proofs of Claim, totaling $662,669, to be expunged include:

Taxing Authority Claim No. Amount ---------------- --------- ------ Bastrop CAD 1176 $7,655 Brazos, County of 1182 12,953 Brazos, County of 1228 12,953 Brewster, County of 1167 18,685 Brewster, County of 1172 18,685 Brewster, County of 1219 18,685 Denton, County of 1221 62,920 Denton, County of 1173 67,543 Denton, County of 1174 62,920 Denton, County of 1224 67,543 Groesbeck Independent School Dist. 1222 24,342 Groesbeck Independent School Dist. 1225 24,342 Guadalupe, County of 3853 30,061 Hardin, County of 1171 11,759 Hardin, County of 1226 11,759 Presidio, County of 6112 14,767 Presidio, Marfa ISD, County of 9642 14,767 Terrell CAD 1175 10,203 Terrell County Appraisal District 11086 16,055

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. -- http://www.globalcrossing.com/-- provides telecommunications solutions over the world's first integrated global IP-based network, which reaches 27 countries and more than 200 major cities around the globe. Global Crossing serves many of the world's largest corporations, providing a full range of managed data and voice products and services. The Company filed for chapter 11 protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-40188). When the Debtors filed for protection from their creditors, they listed $25,511,000,000 in total assets and $15,467,000,000 in total debts. Global Crossing emerged from chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)

GLOBAL CROSSING: Secures $100 Mil. Bridge Loan from ST Telemedia ---------------------------------------------------------------- Global Crossing (Nasdaq: GLBCE) announced that it has finalized an agreement with an affiliate of Singapore Technologies Telemedia (ST Telemedia) providing for availability of up to $100 million of secured bridge financing for Global Crossing's business operations.

"Our financing arrangement with ST Telemedia will allow Global Crossing to focus on what we do best: meeting our customers' needs," said John Legere, CEO. "The advanced IP solutions we deliver over our unique network consistently achieve high marks for performance, and we will continue pursuing our goal of becoming an industry leader."

"Global Crossing has overcome many obstacles during its restructuring, in part due to the dedication and talent of its employees, and we are pleased to provide the company with $100 million of financing at this time," said Lee Theng Kiat, ST Telemedia's president and CEO.

Under the facility, which matures on December 31, 2004, Global Crossing may borrow in phases over the next several months. The loan agreement contains a number of significant conditions related to financial targets and the company's cost of access review, all of which are set forth in the company's Form 8-K filing with the Securities and Exchange Commission.

About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. -- http://www.globalcrossing.com/-- provides telecommunications solutions over the world's first integrated global IP-based network, which reaches 27 countries and more than 200 major cities around the globe. Global Crossing serves many of the world's largest corporations, providing a full range of managed data and voice products and services. The Company filed for chapter 11 protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-40188). When the Debtors filed for protection from their creditors, they listed $25,511,000,000 in total assets and $15,467,000,000 in total debts. Global Crossing emerged from chapter 11 on Dec. 9, 2003.

IMPERIAL PLASTECH: Names Stamatis Astras CEO & Robert Gallop CFO----------------------------------------------------------------Imperial PlasTech Inc. (TSX-VEN: IPG) announced the appointment of Mr. Stamatis N. Astras, currently the Managing Director of Petzetakis USA, as Chief Executive Officer and Mr. Robert Gallop as Chief Financial Officer of Imperial PlasTech Inc. and its subsidiaries, effective immediately. These appointments position the Company to become an integral part of A.G. Petzetakis S.A. as it transitions from interim restructuring management.

A.G. Petzetakis S.A., the majority shareholder of Imperial PlasTech, has reaffirmed to the Board its commitment to the success and growth of the Company. A.G. Petzetakis was instrumental in facilitating the restructuring of the Company by investing significant capital and human resources in 2003 and the first quarter of 2004 and intends to continue to support the Company. With the newly appointed management team, the Company has positioned itself, with the assistance of A.G. Petzetakis, to benefit from A.G. Petzetakis' expansion in the North American market.

The Company has received the resignations of Mr. Peter Perley, Chief Executive Officer and director of the Company, and Mr. Mark Weigel, Chief Financial Officer and Secretary of the Company. Messrs. Perley and Weigel submitted their resignations during negotiations for the transition of management. Messrs. Perley and Weigel first joined Imperial PlasTech in July 2003 pursuant to a court order under the Companies' Creditors Arrangement Act that appointed them as directors of Imperial PlasTech and its subsidiaries, and Mr. Perley as Chief Restructuring Officer, in order to facilitate the restructuring of the Company. On January 30, 2004, the plan of compromise was implemented and the Company successfully emerged from the restructuring proceedings.

"Peter and Mark significantly contributed to our restructuring process which ultimately came to a successful conclusion," said George Petzetakis, Chairman of the Board. "Their leadership, strategic skills and vision were valuable during the most tumultuous period of Imperial PlasTech's history. The time, however, is right for the Company to transition from being under the leadership of turnaround specialists, such as Peter and Mark, to the leadership of the Petzetakis Group. We thank Peter and Mark for their contributions to the successful emergence of the Company and wish them every success in their pursuit of future challenges."

In order to facilitate the change in management, Mr. Pavlos Kanellopoulos has resigned from the Board in favour of Mr. Stamatis Astras. The Company is also pleased to announce that Mr. John Yarnell has been appointed to the board of directors by the Board to fill the vacancy left by Mr. Perley's resignation. After giving effect to the new appointments, the Imperial PlasTech board now consists of Messrs. John Yarnell, William Thomson, George Petzetakis, and Stamatis Astras and Ms. Bonnie Tarchuk. John Yarnell and Stamatis Astras intend to stand for nomination in place of Messrs. Perley and Kanellopoulos, respectively, as directors of Imperial PlasTech at its upcoming Annual and Special Meeting of Shareholders to be held on Tuesday, May 25, 2004.

As prebiously reported, the Company filed a plan of compromise or arrangement with the Ontario Superior Court of Justice on November 18, 2003. At November 30, 2003, the Company was operating under protection from its creditors pursuant to insolvency legislation in Canada and the United States in order to facilitate the restructuring of the Company. Subsequent to the financial year end, the Company successfully emerged from the restructuring proceedings

About A.G. Petzetakis S.A.

Founded in 1960 and listed on the Athens Stock Exchange since 1973, Petzetakis Group (ASE:PET) is a Greek multinational company and one of the fastest growing manufacturers of plastic pipe and hose systems in the world. The Group operates 11 major manufacturing facilities in 6 countries in Europe and S. Africa, with annual sales of CN$ 300 million and an extensive distribution network of commercial subsidiaries in Europe, Africa, North America, and the Middle East.

About the Company

Imperial PlasTech is a diversified plastics manufacturer supplying a number of markets and customers in the residential, construction, industrial, oil and gas and telecommunications and cable TV markets. Currently operating out of facilities in Atlanta Georgia, Peterborough Ontario and Edmonton Alberta, Imperial PlasTech and its subsidiaries are focusing on the growth of their core businesses and continue to assess their non-core businesses.

New York, New York-based Kroll is a leading provider of financial and security consulting services. Kroll acquired turnaround specialist Zolfo Cooper, LLC, founded by Stephen F. Cooper, in Sept. 2002 for $153 million in cash and stock. Kroll's total debt was roughly $200 million as of March 31, 2004.

In resolving the CreditWatch listing for Kroll, Standard & Poor's will review the terms of the transaction, in particular, MMC's intentions with regard to the existing indebtedness of Kroll.

Lexam recorded a loss of $23,271 during the three months ended March 31, 2004, compared to earnings of $202,875 during the corresponding period in 2003. The loss in the first quarter of 2004 can largely be attributed to expenditures for administrative costs of $23,934, up from $17,783 for the same period in 2003. Earnings during the first quarter of 2003 resulted from the sale of Lexam's investment in Miramar Mining Corp. which was sold for total proceeds of $339,418.

Joint Venture Agreement

During the first quarter of 2004, an agreement was reached with an independent and privately held oil and gas company to conduct additional exploration of Lexam's 100,000+ acre oil and gas property located in south central Colorado over the next two years. A program of 2D seismic data acquisition was completed in February that added approximately 60 line miles (97 km) of new data that is being processed and incorporated with the 60 miles (97 km) of existing Lexam data over the prospect. The program is designed to provide additional information and identify potential well locations for the purpose of testing the Lexam property by drilling. Should a production decision be made, Lexam would retain a 12.5% production royalty on its 75% interest of the property's oil and gas rights.

Financial Condition

Lexam is currently not able to continue its exploration efforts and discharge its liabilities in the normal course of business, and may not be able to ultimately realize the carrying value of its assets, subject to, among other things, being able to raise sufficient additional financing to fund its exploration programs. In addition to the joint venture agreement, the Company may pursue additional actions to address these issues, such as seeking additional sources of debt or equity financing and investigating possible reorganization alternatives.

Capital Stock

At March 31, 2004, the Company had 38,107,436 common shares outstanding. A total of 40,957,436 shares would have been outstanding had all options been exercised.

LUDGATE INSURANCE: U.S. Creditors Must Comply with U.K. Scheme--------------------------------------------------------------Pursuant to a petition filed by the Board of Directors of Ludgate Insurance Company Limited on January 30, 2004, under Section 204 of the U.S. Bankruptcy Code, the U.S. Bankruptcy Court for the Southern District of New York, on April 8, 2004, entered a permanent injunction to:

(i) permanently give effect to the U.K. scheme of arrangement in the U.S. that shall be binding and enforceable against all Scheme Creditors in the U.S.;

(ii) permanently enjoin all U.K. Scheme Creditors from taking action in contravention to the Scheme of Arrangement;

(iii) permanently enjoin Scheme Creditors from:

(a) seizing, repossessing, transferring, relinquishing or disposing any property of the Company in the U.S.;

(b) commencing any action in connection with any Claim;

(c) enforcing any judgment, assessment, order or award obtained in connection with any claim;

(d) invoking, enforcing any statute, rule or requirement of law requiring the Company to establish security in the form of bond or letter of credit;

(e) drawing down any letter of credit established by, on behalf or at the request of the Company in excess of amounts authorized by the terms of contract;

(f) withdrawing from, setting of against, or otherwise applying property that is subject to trust or escrow agreement in which the Company has interest in excess of amounts authorized by the terms of contract;

(iv) require all entities in possession of the Company property in the U.S. or its proceeds, shall turn over and account such to the Petitioner or Scheme Advisors;

(v) require all Scheme Creditors that are beneficiaries of letters of credit or parties to any trust or escrow to:

(a) provide notice to the Scheme Advisors of any drawdown on any letter of credit, withdrawal from, setoff against, or other application of property that the Company has an interest in, to permit the Scheme Advisors to asses the propriety of such actions;

(b) turn over and account to the Scheme Advisors all funds resulting from such actions in excess of amounts authorized in the terms of contract;

(vi) require all Scheme Creditors having a claim of any nature, to place the Scheme Advisors' U.S. Counsel on the master service list of any such actions or legal proceedings to ensure that the counsel shall receive:

(a) copies of all documents served by the parties to such actions or legal proceedings and

(b) all correspondence circulated in the master list.

LUDGATE INSURANCE COMPANY LIMITED ceased underwriting insurance policies and went into run-off on December 31, 1991. The run-off of the Company's business was administered by HS Weavers (Underwriting) Agencies Limited until 1990, when the responsibility to run-off the Company was transferred to Southwark Run-off Service Limited and then subsequently to Atropos Management Services Limited. The appointment of Atropos as run-off manager was terminated effective December 31, 1994. As of January 1, 1995, the run-off of the Company has been administered by the Company itself.

Since 1992, the Company has implemented a series of initiatives which have materially improved its financial position. As a result of these initiatives, the volume and value of outstanding transactions have been substantially reduced. This has enabled the Company to implement a comprehensive reconciliation program with respect to the Company's broker balances and reinsurance recoveries. The Company's audited balance sheet as of December 31, 2002 shows total assets of US$15,605,133 and total liabilities of US$11,600,655 resulting in shareholders' funds of US$4,004,478. Ludgate says there's been no material change in the Company's position since that time.

As a result of the Company's determination to cease to write business, the Company has been in run-off since December 31, 1991. Typically, a run-off of an insurance company may take twenty or more years to complete. The payment of claims would be correspondingly slow. To shorten the Company's run-off period and to reduce administrative costs, the Petitioner has formulated the Scheme pursuant to section 425 of the Companies Act 1985 in the U.K., to address claims. Given that the Company is solvent, trade creditors will be paid in the normal course of business unless and until an Insolvency Event, as defined in the Scheme, occurs. An Insolvency Event is defined in the Scheme as:

(1) The making of an order by the High Court to compulsorily wind up the Company pursuant to the Insolvency Act 1986;

(2) The commencement of a creditor's voluntary liquidation of the Company in accordance with the Insolvency Act;

(3) The appointment of an administrator for the Company in accordance with the Insolvency Act;

(4) The appointment of a provisional liquidator for the Company in accordance with the Insolvency Act; or

(5) A determination by the Company at any time that the amount available to pay on account of Claims is or will be insufficient to fully satisfy all Claims.

Ludgate Insurance Company Limited's Board of Directors filed a Sec. 304 Petition on January 30, 2004 (Bankr. S.D.N.Y. Case No. 04-10590) to prevent U.S. creditors from grabbing any U.S. assets and forcing them to comply with the U.K. Scheme. The Honorable Robert D. Drain oversees the Sec. 304 proceeding. Howard Seife, Esq., at Chadbourne & Parke, represents Ludgate.

MARINER HEALTH: Offers To Swap $175MM Unregistered Notes Due 2013-----------------------------------------------------------------Mariner Health Care, Inc., offers to exchange up to $175,000,000 in aggregate principal amount of its registered 8-1/4% senior subordinated notes due 2013 -- the exchange notes -- for all of its outstanding unregistered 8-1/4% senior subordinated notes due 2013 -- the initial notes.

The initial notes and the exchange rates will be guaranteed by certain of Mariner's present and future domestic restricted subsidiaries with unconditional guarantees of payment that will rank junior in right of payment to Mariner's senior debt, but will rank equal in right of payment to its future senior subordinated debt. Certain of Mariner's subsidiaries do not guarantee the initial notes and will not guarantee the exchange notes.

The initial notes were issued on December 19, 2003. The terms of the exchange notes are identical to the terms of the initial notes except that the exchange notes are registered under the Securities Act of 1933, as amended, and therefore are freely transferable, subject to certain conditions. The exchange notes evidence the same indebtedness as the initial notes.

In a regulatory filing with the Securities and Exchange Commission dated May 13, 2004, C. Christian Winkle, Mariner President and Chief Executive Officer, outlined the risks associated with the exchange offer.

Among other things, Mr. Winkle relates that Mariner's substantial level of indebtedness could adversely affect its financial condition and prevent the Company from fulfilling its obligations under the exchange notes. Furthermore, the Company is permitted to incur substantially more debt, which may exacerbate the risks.

To service its indebtedness, Mariner will require a significant amount of cash, the availability of which depends on many factors beyond its control. The company cannot assure that the business will generate sufficient cash flow from operations, that anticipated revenue growth and improvement of operating efficiencies will be realized, or that future borrowings will be available under the senior credit facility in an amount sufficient to service its indebtedness.

The right to receive payments on these notes is junior to Mariner's senior indebtedness and possibly all of its future borrowings.

Not all of the subsidiaries will guarantee the notes. According to Mr. Winkle, a note holder will not have a claim as a creditor against the subsidiaries that are not guarantors of the notes, and any indebtedness and other liabilities, including trade payables, of those subsidiaries will effectively be senior to the note holder's claims against those subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, the holders of the non-guarantor subsidiaries' indebtedness and their trade creditors will generally be entitled to payment of claims from the assets of the non-guarantor subsidiaries before any assets are made available for distribution to Mariner.

If Mariner fails to meet its payment or other obligations under the senior credit facility, the lenders under senior credit facility could foreclose on, and acquire control of, substantially all of its assets. The indenture for the notes and senior credit facility restricts Mariner's ability and the ability of most of its subsidiaries to engage in some business, financial and corporate actions. Mariner may not have the ability to raise the funds necessary to finance any change of control offer required by the indenture.

Upon the occurrence of certain specific kinds of change of control events, Mariner will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest and special interest. However, it is possible that Mariner will not have sufficient funds at the time of the change of control to make any required repurchases of notes or that restrictions in the company's senior credit facility will not allow those repurchases. The failure to purchase tendered notes would constitute a default under the indenture governing the notes, which, in turn, would constitute a default under the senior credit facility.

If an active trading market for the exchange notes does not develop, the liquidity and value of the exchange notes could be harmed. Although the exchange notes are eligible for trading, Mariner cannot assure that an active trading market will develop for the exchange notes. If no active trading market develops, the noteholders may not be able to resell their exchange notes at their fair market value or at all.

A full-text copy of Mariner's prospectus with respect to the exchange offer is available for free at:

The rating withdrawal follows the complete redemption of the P notes following an exchange of the notes for the pledged class P collateral of $6.5 million of U.S. Treasury Strips plus $5.815 million of the transaction's class B notes. The exchange occurred May 17, 2004.

MIRANT AMERICAS: Wants Stay Modified To Set Off PG&E Gas Claim--------------------------------------------------------------Frances Smith, Esq., at Haynes and Boone, LLP, in Dallas, Texas, relates that prior to the Petition Date, Pacific Gas & Electric Company and Mirant Americas Energy Marketing, LP, were parties to a Master Gas Purchase and Sales Agreement dated September 1, 1997. The Master Gas Agreement was terminated by the parties before the Petition Date.

PG&E and MAEM also entered into various natural gas purchase transactions under the Master Gas Agreement.

PG&E filed for Chapter 11 protection in the United States Bankruptcy Court for the Northern District of California on April 6, 2001. PG&E's confirmed reorganization plan became effective on April 12, 2004. Under PG&E's reorganization plan, general unsecured claims are entitled to be paid in full, in cash, with applicable interest.

Ms. Smith reports that on September 5, 2001, MAEM filed a proof of claim in PG&E's bankruptcy proceedings for $8,876,214, representing amounts due to it on account of the Gas Transactions. PG&E, on the other hand, filed a $5,486,600 claim on December 15, 2003 against MAEM for amounts allegedly due to PG&E on account of the Gas Transactions.

MAEM and PG&E agree to resolve all matters relating to the Gas Claims. The parties stipulate and agree that:

* The MAEM Gas Claim will constitute an allowed claim against PG&E in the PG&E bankruptcy proceedings for $8,876,214;

* The PG&E Gas Claim will constitute an allowed claim against MAEM in these proceedings for $5,486,600;

* PG&E will be entitled to set off the PG&E Gas Claim against the MAEM Gas Claim. The resulting balance of $3,389,614 will be an allowed general unsecured claim against PG&E in the PG&E bankruptcy proceedings and will be satisfied as any other unsecured claim against PG&E;

* PG&E agrees that it will not assert any further setoffs against the Deficiency Claim of any kind or nature whatsoever; and

* PG&E reserves all of its rights with respect to any claim filed against the Debtors other than the PG&E Gas Claim and the Debtors reserve all of their rights with respect to any claims filed against PG&E other than the MAEM Gas Claim. The Debtors also reserve the right to object to any claim filed by PG&E in the Debtors' bankruptcy proceedings other than the PG&E Gas Claim and PG&E reserves the right to object to any claim filed by the Debtors in the PG&E bankruptcy proceedings other than the MAEM Gas Claim.

By this motion, the Debtors ask the Court to approve the Stipulation and lift the automatic stay under Section 362(a) of the Bankruptcy Code to permit the parties to implement the setoffs provided for in the Stipulation.

Ms. Smith points out that the agreed setoff is fair and reasonable because:

-- the Master Gas Agreement is a bilateral agreement between the parties, therefore, the PG&E Gas Claim and the MAEM Gas Claim constitute mutual debts;

-- both the PG&E Gas Claim and the MAEM Gas Claim arose prior to the Petition Date; and

-- all other claims between the parties are not affected by the Stipulation.

Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- together with its direct and indirect subsidiaries, generate, sell and deliver electricity in North America, the Philippines and the Caribbean. The Company filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White & Case LLP represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000)

NASH FINCH COMPANY: Shutting Down Underperforming Stores--------------------------------------------------------Nash Finch Company (Nasdaq:NAFC), a leading national food retailer and distributor, announced that it will exit its Buy n Save(R) and Avanza(R) retail formats, closing its five Buy n Save outlets, and three Avanza outlets located in Chicago and Pueblo, Colorado. At this time, the Company intends to seek purchasers for its three Denver area Avanza stores. It will also close ten conventional outlets, primarily operating under the EconoFoods(R) banner. The 21 stores involved represent approximately 15% of the Company's annualized retail sales, and approximately 3% of its total annualized sales. The Company expects that the store closures will be completed by the end of its second fiscal quarter.

Although the decision to close stores was difficult, the Company has determined that prospects for improvement at these locations and formats within an acceptable time frame are not sufficient to justify continued investment. Exiting these underperforming assets is consistent with the Company's commitment to continue to lower operating costs, improve its balance sheet, and focus investment and attention on core areas of its business that offer a better return to shareholders.

As a result of the closures, the Company expects to realize an annualized improvement to pre-tax earnings of approximately $16 million. The annualized improvement to Consolidated EBITDA(1), net of future lease-related payments, is expected to be approximately $6 million. The Company also expects to incur pre-tax charges in the second quarter 2004 totaling approximately $42 million, the vast majority of which represents asset impairment charges and provisions for future lease costs. Cash generated by the sale of inventory and other assets is expected to exceed the cash outflows associated with the closures. The stores involved in these actions are served by four of the Company's 15 distribution centers, and do not represent a material portion of the volume or profit of any of those distribution centers.

Nash Finch Company is a Fortune 500 company and one of the leading food retail and distribution companies in the United States with nearly $4 billion in fiscal year 2003 annual revenues. Nash Finch owns and operates retail stores primarily in the Upper Midwest, and its food distribution business serves independent retailers and military commissaries in 27 states, the District of Columbia, Europe, Cuba, Puerto Rico, and Iceland. Further information is available on the company's website at http://www.nashfinch.com

* * *

As reported in the Troubled Company Reporter's January 30, 2004 edition, Standard & Poor's Ratings Services revised its outlook on Nash Finch Co. to negative from stable.

Ratings, including the 'B+' corporate credit rating, were affirmed. The outlook revision reflects continued competitive pressures from traditional supermarket operators and supercenters, which are expected to restrain recovery in same-store sales from very weak levels.

"The ratings on Minneapolis, Minnesota-based Nash Finch reflect its relatively small scale in the highly competitive food wholesaling and supermarket industries," said Standard & Poor's credit analyst Mary Lou Burde. Given the difficulty of competing on price with larger companies, Nash Finch must continue to improve operating efficiencies and service levels. These risks are mitigated by the company's stabilized food distribution business over the past three years and leading market positions in many upper-Midwest markets. The company has annual sales of about $3.9 billion.

NEW WORLD: Signs-Up Saul Ewing as Bankruptcy Attorneys ------------------------------------------------------New World Pasta Company and its debtor-affiliates ask the U.S. Bankruptcy Court for the Middle District of Pennsylvania for permission to employ Saul Ewing LLP as their co-counsel in their chapter 11 cases.

Saul Ewing has extensive experience and knowledge in the field of debtors' and creditors' rights and business reorganizations under Chapter 11 of the Bankruptcy Code. The Debtors further relate that the firm is familiar with their businesses. In preparing for these Chapter 11 cases, Saul Ewing has become familiar with the Debtors' businesses and affairs and with many of the potential legal issues that may arise in the context of these Chapter 11 cases.

The attorneys and paralegals presently designated to represent the Debtors and their current standard hourly rates are:

(c) reviewing the nature and validity of liens asserted against the estates and advising the Debtors concerning the enforceability of such liens;

(d) preparing, on behalf of the Debtors, all necessary and appropriate applications, motions, pleadings, draft orders, notices schedules, and other snow documents, and reviewing all financial and other reports to be filed in these cases;

(e) advising the Debtors concerning corporate and tax-related issues in connection with these cases;

(f) advising the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in these cases;

(g) counseling the Debtors in connection with the consummation of any plan of reorganization and related documents; and

(h) performing all other legal services for, and on behalf of, the Debtors that may be necessary or appropriate in the administration of these cases.

The Debtors have also asked for the Court's approval in their retention of Skadden, Arps, Slate, Meagher & Flom LLP. Skadden and Saul Ewing will work closely together to coordinate the representation of the Debtors in these cases, and to ensure that there is no unnecessary duplication of effort.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company -- http://www.nwpasta.com/-- is the leading dry pasta manufacturer in the United States. The Company filed for chapter 11 protection on May 10, 2004 (Bankr. M.D. Pa. Case No. 04-02817). Eric L. Brossman, Esq., at Saul Ewing LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, they listed both estimated debts and assets of over $100 million.

NEXTEL PARTNERS: 11% Senior Note Tender Offer to Expire on May 25-----------------------------------------------------------------Nextel Partners, Inc. (Nasdaq:NXTP) announced that in connection with its previously announced consent solicitation commenced in connection with the tender offer for its 11% Senior Notes due 2010 (CUSIP Nos. 65333FAF4 and 65333FAH0), Nextel Partners has accepted for purchase approximately $352.5 million aggregate principal amount of the outstanding 11% Notes, representing approximately 98.8% of the total principal amount of the 11% Notes outstanding immediately prior to the commencement of the tender offer.

Nextel Partners has paid $1,123.44 per $1,000 principal value at maturity for any 11% Notes tendered before May 11, 2004, or total consideration of approximately $396.1 million, excluding accrued and unpaid interest. Nextel Partners has also received the consents necessary to amend the indentures governing the 11% Notes to eliminate certain restrictive covenants and certain related event of default provisions.

The tender offer expires at midnight, New York City time, on May 25, 2004, unless further extended by Nextel Partners. Holders who validly tender their 11% Notes after the Consent Date, but prior to the expiration of the tender offer will receive $1,088.44 per $1,000 principal value at maturity of the 11% Notes tendered, excluding accrued and unpaid interest. The tender offer is being made solely upon the terms and is subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement, dated April 28, 2004. This announcement is not an offer to purchase, or a solicitation of an offer to purchase, with respect to any 11% Notes.

A portion of the 11% Notes accepted for purchase were funded with proceeds from Nextel Partners' private placement of $25 million aggregate principal amount of 8 1/8% Senior Notes due 2011, which closed on May 19, 2004. The offer and sale of the 8 1/8% Notes have not been registered under the Securities Act of 1933, as amended, and the 8 1/8% Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws.

Nextel Partners also announced that its wholly owned subsidiary, Nextel Partners Operating Corp., has refinanced its existing $375 million tranche B term loan with a new $700 million tranche C term loan. The borrowings under the new term loan will be used to repay the existing tranche B term loan as well as fund a portion of the tender offer for the 11% Notes. The new term loan will bear interest at LIBOR plus 2.50% and will mature on May 31, 2011, compared with an interest rate of LIBOR plus 3.00% and maturity date of November 30, 2010 under the existing tranche B term loan. J.P. Morgan Securities Inc. and Morgan Stanley Senior Funding, Inc. acted as Joint Lead Arrangers and Joint Bookrunners on the new term loan.

A more comprehensive description of the tender offer and consent solicitation can be found in the Offer to Purchase and Consent Solicitation Statement, dated April 28, 2004. Nextel Partners has retained Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. to serve as Dealer Managers and Solicitation Agents for the tender offer. Requests for documents may be directed to D.F. King & Co., Inc., the Information Agent, by telephone at (800) 487-4870 (toll-free) or in writing, at 48 Wall Street, New York, New York 10005. Questions regarding the tender offer may be directed to Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-1941, or in writing at 1585 Broadway, Second Floor, New York, NY 10036, or JPMorgan at (212) 270-9769, or in writing at 270 Park Avenue, New York, NY 10017.

About Nextel Partners

Nextel Partners, Inc., (Nasdaq:NXTP), based in Kirkland, Wash., has the exclusive right to provide digital wireless communications services using the Nextel brand name in mid-sized and rural markets in 31 states where approximately 53 million people reside. Many of these markets are contiguous to Nextel Communications' existing properties. Like Nextel Communications, Nextel Partners exclusively uses Motorola's iDEN technology, which allows wireless services to be provided over lower special mobile radio frequencies. At the end of first-quarter 2004, there were about 1.3 million subscribers, with a substantial mix of these in the construction, transportation, manufacturing, government, and services sectors. Although Nextel Communications owns about 31% of Nextel Partners, it does not provide any credit support to the company.

* * *

As reported in the Troubled Company Reporter's May 11, 2004 edition, Standard & Poor's Ratings Services raised its ratings on Kirkland, Washington-based wireless telecom carrier Nextel Partners Inc. The corporate credit rating was raised to 'B+' from 'B-' and was removed from CreditWatch, where it was placed with positive implications on May 3, 2004, after the company announced that it would use proceeds from a proposed incremental bank term loan and proposed new senior unsecured notes to refinance Nextel Partner's 11% senior notes due 2010. The outlook is stable.

NRG ENERGY: Searches for New Independent Auditor as PwC Resigns---------------------------------------------------------------NRG Energy, Inc. (NYSE:NRG), a wholesale power generation company, announced that it has initiated a search for a new independent auditor because PricewaterhouseCoopers, LLP, will not be standing for re-election as the Company's independent auditor for the year ended December 31, 2004. PwC will complete its review of the Company's Form 10-Q for the quarter ended March 31, 2004. As previously announced, NRG is scheduled to announce its first quarter 2004 financial results on Tuesday, May 11, 2004.

NRG noted that for the two most recent fiscal years and through April 27, 2004, there have been no disagreements with PwC on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

In 1991, Owens Corning formed OC Funding, a closed company with limited liability organized under the laws of Netherlands, for the purpose of obtaining financing for Owens Corning and its subsidiaries. OC Funding is an indirect wholly owned non-debtor subsidiary of Owens Corning, through its wholly owned, non-debtor subsidiary, IPM, Inc. OC Funding has no other material liabilities other than:

In 1991, OC Funding issued 10% Guaranteed Debentures due 2001 in the aggregate principal amount of $150,000,000, which were guaranteed by Owens Corning on an un-subordinated basis. The OCFunding Debentures were issued pursuant to an indenture dated as of May 15, 1991, among OC Funding as issuer, Owens Corning as guarantor, and The Bank of New York as indenture trustee. Substantially all of the net proceeds from the OC Funding Debentures were lent by OC Funding to Owens Corning pursuant to a loan agreement dated June 11, 1991. This intercompany loan was evidenced by a promissory note in the principal amount of $148,000,000.

Payment on the intercompany loan was made subject to the terms of a schedule containing certain contractual subordination provisions.

As of the Petition Date, the principal amount of $42,395,000 of OC Funding Debentures remained outstanding. The Bank of New York filed Claim No. 9137 against Owens Corning for $43,855,272 on account of the guarantee, plus accrued interest and other fees and expenses.

The KBC Bank Debt

KBC Bank Nederland N.V. lent $20,000,000 to OC Funding pursuant to a Credit Agreement dated August 10, 1999. This loan was guaranteed on an un-subordinated basis by Owens Corning. OC Funding subsequently lent the proceeds of its borrowing under the KBC Agreement to Owens Corning, which executed a promissory note to OC Funding in the principal amount of $20,000,000. This promissory note contained no subordination provisions.

KBC Bank filed Claim No. 5749 based on its guarantee from Owens Corning amounting to $20,379,264.

The WestLB Debt

WestLB, formerly known as Westdeutsche Landesbank Girozentrale, lent $10,000,000 to OC Funding under a Credit Facility dated February 24, 2000. This loan was guaranteed on an un-subordinated basis by Owens Corning. OC Funding subsequently lent the proceeds of this loan, together with an additional $1,800,000, to Owens Corning. This intercompany borrowing was represented by a promissory note in the principal amount of $11,800,000. The promissory note contained no subordination provisions.

As of the Petition Date, $10,135,236, including accrued interest, was outstanding under the WestLB Facility. WestLB filed Claim No. 6997 for $11,266,997 based on its guarantee from Owens Corning. The Claim includes $1,131,761 in postpetition interest.

On May 2, 2003, Special Situations filed an involuntary bankruptcy petition against OC Funding in the Netherlands, which was ultimately withdrawn on July 10, 2003. On May 22, 2003, Goldman Sachs filed its own involuntary petition against OC Funding.

Subsequent to the filings, discussions commenced with Goldman, as the beneficial holder of more than 50% of the outstanding OC Funding Debentures, as well as with the other Claimants, regarding the claims and issues arising from the OC Funding Debentures, the KBC Agreement and the WestLB Facility. In the course of these discussions, Goldman asserted that the subordination provisions applicable to the loan agreement between Owens Corning and OC Funding, with respect to the loan by OC Funding to Owens Corning of the proceeds from the issuance of the OC Funding Debentures, was not properly disclosed to the purchasers of the OC Funding Debentures and, for a variety of reasons, was not enforceable.

Owens Corning disagreed with these assertions and argued that:

-- Goldman was barred from asserting that there were deficiencies in the disclosures relative to the OC Funding Debentures since Goldman had served as the underwriter for the OC Funding Debentures; and

-- the intention to loan the proceeds to Owens Corning was clearly stated in the disclosure documents.

Separately, Owens Corning disputed the right of both OC Funding and the Claimants to hold allowed claims against the Owens Corning estate on account of the OC Funding Debentures, the KBC Agreement and the WestLB Facility. Owens Corning asserted that, whether or not the contractual subordination of OC Funding's claim against Owens Corning was effective, any claims of OC Funding against Owens Corning should be disallowable in bankruptcy, as being effectively duplicative of the claims asserted against Owens Corning by the Bank of New York, Special Situations and WestLB.

After considerable discussion, the parties agreed to resolve their disputes relating to the OC Funding Petition, the OC Funding Debentures, the KBC Agreement, the WestLB Facility and certain related matters pursuant to these terms:

(a) The Bank of New York's Claim No. 9137 for $43,855,272, arising in connection with the direct guarantee by Owens Corning of the OC Funding Debentures. This Claim will constitute a Bondholder Claim and, for purposes of the Plan, will be included in Class 5;

(b) Special Situations' Claim No. 5749, for $20,387,333, arising in connection with the direct guarantee by Owens Corning of obligations under the KBC Agreement. This Claim will constitute a Senior Indebtedness Claim and will be included within Class 6B;

(c) WestLB Claim No. 6997, for $10,135,236, arising in connection with the direct guarantee by Owens Corning of obligations under the WestLB Facility. This Claim will constitute a Senior Indebtedness Claim under the Plan and will be included in Class 6B;

(d) OC Funding will be deemed to have an allowed claim against Owens Corning amounting to $50,858,291, representing a negotiated portion of the claims of OC Funding against Owens Corning under the intercompany notes entered into in connection with the OC Funding Debentures, the KBC Agreement and the WestLB Facility. This claim will constitute a General Unsecured Claim under the Plan and will be included in Class 6A; and

(e) OC Funding will be deemed to have an allowed claim against Owens Corning for $23,336,305, representing the remaining portion of its claims against Owens Corning arising from the OC Funding Debentures, the KBC Agreement and the WestLB Facility. This claim will constitute a Subordinated Claim under the Plan and will be included within Class 11;

(2) Owens Corning will make all distributions on account of OC Funding's Allowed Claims directly to the Bank of New York, Special Situations and WestLB, or their successors and assigns, ratably in accordance with the principal amounts of the claims;

(3) So long as the terms of the Settlement Agreement are included in or incorporated into the Plan, each of the Claimants, in its capacity as a party to the Settlement Agreement, will not contest the confirmation of the Plan or the approval of the Disclosure Statement relating to the Plan, or cause anyone to contest the confirmation of the Plan or the approval of the Disclosure Statement on its behalf based on the treatment of the claims resolved pursuant to the Settlement Agreement;

(4) The Settlement Agreement contains a mechanism by which the holders of OC Funding Debentures, other than Goldman, may "join" the Agreement, by executing a Joinder Agreement, as specified in the Settlement Agreement;

(5) Goldman represents that it will take all action necessary to cause the dismissal, with prejudice, of the Court proceeding in The Netherlands, captioned Goldman Sachs/Petition for the Bankruptcy of OC Funding BV, No. 54729/FT-RK 03.514;

(6) All Claimants are refrained from commencing, prosecuting, continuing or cooperating with any involuntary petition in bankruptcy, dissolution, winding-up, liquidation or reorganization with respect to OC Funding, either directly or indirectly; and

(7) The parties exchange mutual releases.

Norman L. Pernick, Esq., at Saul Ewing, LLP, in Wilmington, Delaware, contends that the Settlement Agreement resolves, in a manner that the Debtors believe is fair, reasonable and beneficial, the claims of the Claimants, as well as the intercompany claims of OC Funding, against Owens Corning. In so doing, the Settlement Agreement resolves multiple issues as to whether:

-- the Claimants can recover against Owens Corning through a direct claim under the guaranty and simultaneously assert a "derivative" claim for the same amount through OC Funding;

-- the subordination provisions applicable to the loan agreement between Owens Corning and OC Funding, with respect to the loan by OC Funding to Owens Corning of the OC Funding Debentures proceeds, are enforceable; and

-- the disclosures with respect to the OC Funding Debentures were adequate or, if inadequate, whether any inadequacies can be the subject of a claim brought by Goldman.

Mr. Pernick adds that the Settlement Agreement permits the Debtors to avoid the disruption that would result in both the Netherlands and throughout the rest of Europe from an OC Funding bankruptcy filing in the Netherlands, or from a bankruptcy filing by OC Funding in the U.S. Bankruptcy Court for the District of Delaware. Even if OC Funding were not forced into a bankruptcy proceeding, a failure to resolve the issues addressed by the Settlement Agreement likely would divert key management from important business duties, to the overall detriment of the Company.

PARMALAT CAPITAL: Preliminary Injunction Hearing Set for June 4--------------------------------------------------------------- Judge Drain adjourns the hearing to consider the Liquidators request for preliminary injunction to June 4, 2004 at 10:00 a.m. In the interim, all persons subject to the jurisdiction of the United States Bankruptcy Court are enjoined and restrained from commencing or continuing any action to collect a prepetition debt against Parmalat Capital Finance without obtaining relief from the Court.

Any objections to the further continuation of the Preliminary Injunction must be in writing, filed with the U.S. Bankruptcy Court for the Southern District of New York and served by June 3, 2004.

Parmalat Finanziaria SpA's time to answer the Section 304 Petitions is extended until June 21, 2004.

USGen asked the Court to enforce the Stipulation for Algonquin's violation of the automatic stay. Algonquin objected to USGen's request.

Consequently, the parties agreed to withdraw without prejudice, USGen's request and Algonquin's objection.

On December 19, 2003, Algonquin filed Claim No. 197, as amended on January 9, 2004 by Claim No. 349, asserting $481 million in damages arising from USGen's rejection of the gas transportation contracts. Algonquin and its affiliates -- Texas Eastern Transmission, LP, and Moss Bluff Hub Partners, LP -- also asked the Court to lift the automatic stay in USGen's and the NEG Debtors' cases so it may apply certain funds drawn from a letter of credit issued by JPMorgan Chase Bank for the benefit of Algonquin, Texas Eastern, and Moss Bluff. USGen, NEG, the ET Debtors and JPMorgan disputed Algonquin's Lift Stay request.

To avoid further litigation, the PG&E Debtors entered into a Global Settlement with Algonquin to resolve the issues relating to USGen's Enforcement Request, the Lift Stay Request, the Algonquin Claim in USGen's Chapter 11 case, and the pending FERC Filing.

The salient provisions of the Global Settlement Agreement are:

(a) Algonquin and its affiliates, Texas Eastern and Moss Bluff, are allowed to retain $3,020,594 from the JPMorgan Letter of Credit to be applied against unpaid obligations of USGen, ET Gas, ET Power, and Attala Energy Company, a non-Debtor affiliate of NEG. Attala is named as an applicant under the Letter of Credit;

(b) Algonquin will return $6,979,406 of excess funds to USGen from the JPMorgan Letter of Credit. USGen will segregate the Excess Funds in an interest-bearing account pending a resolution of the claims to these funds that have been or may be asserted by USGen, JPMorgan, ET Power and ET Gas;

(c) Algonquin is allowed a $4,000,000 general unsecured claim in USGen's Chapter 11 case, in full and final satisfaction of the Algonquin Claim including, without limitation, any other prepetition claims arising under or in connection with USGen's case;

(d) To resolve pending matters before the FERC, USGen and Algonquin entered into various new gas transportation service and rate agreements for future service on Algonquin's pipeline system to provide, among other matters, service to USGen's Manchester Street and Brayton Point Facilities;

(e) The Enforcement and the Lift Stay Requests are dismissed with prejudice; and

(f) All other claims of Algonquin in USGen's Chapter 11 case, including but not limited to Claim Nos. 197 and 349, are disallowed.

Contemporaneously, Algonquin is filing with the FERC:

-- a request to terminate the FERC proceedings; and

-- a tariff filing pursuant to Section 4 of the Natural Gas Act to:

(i) restructure, in part, the service utilized to serve the Manchester Street Facilities;

(ii) implement initial recourse rates for the lateral facilities serving the Manchester Street and Brayton Point Facilities; and

PHILLIPS VAN: Posts Improved Q1 Results & Raises 2004 Guidance --------------------------------------------------------------Phillips-Van Heusen Corporation reported first quarter net income of $1.6 million which, after deducting preferred stock dividends, resulted in a net loss of $0.12 per diluted common share. Excluding restructuring and other items, net income in the current year's first quarter improved to $11.1 million, or $0.18 per diluted common share, which was $0.05 ahead of the Company's previous earnings guidance and the First Call consensus estimate. In the prior year's first quarter, net loss was $2.2 million, or $0.22 per diluted common share. Excluding restructuring and other items, net income in the prior year's first quarter was $7.8 million, or $0.11 per diluted common share.

Restructuring and other items in the current year include the costs of (i) exiting the wholesale footwear business and relocating the Company's retail footwear operations, (ii) closing underperforming retail outlet stores and (iii) debt extinguishment associated with the Company's debt refinancing in February, 2004. Restructuring and other items in the prior year include (i) the operating losses of certain Calvin Klein businesses which the Company has closed or licensed, and associated costs in connection therewith and (ii) the costs of certain duplicative personnel and facilities incurred during the integration of various logistical and back office functions.

The 42% improvement in first quarter net income, excluding restructuring and other items, was due to earnings increases in both of the Company's operating segments. Operating earnings in the Apparel and Related Products segment increased 37% over the prior year as each of the Company's divisions registered earnings improvement. The Company's wholesale apparel business continued its strong sales and earnings growth, aided by excellent performance in dress shirts. Positive comp store performance across the Company's retail businesses for the quarter continued the favorable trends begun during last year's Christmas season and, coupled with clean inventories, yielded operating income improvement. Operating earnings in the Calvin Klein Licensing segment increased 7% over the prior year as the Company's growth initiatives for that brand began to take hold.

Total revenues in the first quarter decreased 1% to $381.3 million from $383.7 million in the prior year. The prior year's first quarter includes $20.5 million of revenues from the wholesale footwear business and $6.0 million from the Calvin Klein wholesale collection apparel business. These businesses were exited as of the end of fiscal 2003. Excluding these businesses, revenues from ongoing operations increased 7% over the prior year. This increase was driven by revenue growth in the Company's wholesale apparel, retail outlet and Calvin Klein licensing businesses.

Commenting on these results, Bruce J. Klatsky, Chairman and Chief Executive Officer, noted that "We are extremely pleased with our first quarter results. The continued strong revenue and earnings growth exhibited by our wholesale apparel and Calvin Klein licensing businesses, combined with earnings increases in our retail outlet businesses, enabled our earnings to be well ahead of our previous earnings guidance. In addition, we ended the quarter with a $78 million improvement in our net debt position over the prior year as our strategic initiatives, which include exiting the wholesale footwear business and the closing of underperforming outlet stores across our retail chains, helped contribute to a 15% decrease in receivables and a 23% decrease in inventories compared with the prior year."

Mr. Klatsky continued, "Our focus remains on maximizing the growth opportunities of the Calvin Klein brands and our existing wholesale dress shirt and sportswear businesses. The Calvin Klein better women's sportswear line, licensed to a joint venture formed by Kellwood and GAV, has received excellent response and sales have been strong since its launch in March. Similarly, our bookings for the launch of the Calvin Klein men's better sportswear line for Fall 2004 continue to exceed our initial plans. We are also excited about our three new dress shirt licensing arrangements with BCBG Max Azria, MICHAEL Michael Kors and Chaps which will all principally begin shipping in late 2004."

Mr. Klatsky concluded, "Given our first quarter results, we are raising our 2004 earnings per share guidance (excluding restructuring and other items) to a range of $1.13 to $1.18, with second quarter earnings in the range of $0.24 to $0.25 per share. Including restructuring and other items, we anticipate that GAAP earnings per share in 2004 will be in the range of $0.53 to $0.58, with second quarter earnings in the range of $0.17 to $0.18 per share. Total revenues in 2004 are expected to be $1.610 billion to $1.625 billion, or an increase of approximately 1.75% - 2.75% over 2003. Revenues for 2004 are being impacted by the exiting of the wholesale footwear business and the retail store closing program."

Phillips-Van Heusen Corporation (S&P, BB Corporate Credit Rating) is one of the world's largest apparel and footwear companies. It owns and markets the Calvin Klein brand worldwide. It is the world's largest shirt company and markets a variety of goods under its own brands, Van Heusen, Calvin Klein, Izod, Bass and G.H. Bass & Co., and its licensed brands Geoffrey Beene, Arrow, Kenneth Cole New York, Reaction by Kenneth Cole and BCBG Max Azia.

PLEJ'S LINEN: Secures Nod to Hire Rayburn Cooper as Attorneys-------------------------------------------------------------The U.S. Bankruptcy Court for the Western District Of North Carolina, Charlotte Division, gave its stamp of approval to PLEJ'S Linen Supermarket SoEast Stores LLC's application to retain and employ Rayburn Cooper & Durham, P.A., as their bankruptcy counsel in their chapter 11 proceedings.

The Debtors expect Rayburn Cooper to:

(a) provide legal advice with respect to the Debtors' powers and duties;

(b) prepare and pursue confirmation of a plan and approval of a disclosure statement;

Headquartered in Rock Hill, South Carolina, Plej's Linen Supermarket SoEast Stores LLC, with its debtor-affiliates, are engaged primarily in two core businesses: retail sale of first quality program home accessories for bed, bath, window, decorative and house wares and limited closeout and discontinued opportunistic merchandise; and wholesale distribution of similar bed and bath textiles. The Company filed for chapter 11 protection on April 15, 2004 (Bankr. W.D. N.C. Case No. 04-31383). John R. Miller, Jr., Esq., and Paul R. Baynard, Esq., at Rayburn Cooper & Durham, P.A., represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed both estimated debts and assets of over $10 million.

QWEST COMMS: Porsche Cars Renews 2-Year $6 Million Contract-----------------------------------------------------------Qwest Communications International Inc. (NYSE: Q) announced that Porsche Cars North America, the exclusive importers of Porsche vehicles for the United States and Canada, has renewed its two-year, six-million dollar contract with Qwest for advanced communications network services throughout its 260 locations in North America.

Using Qwest's communications services Porsche employees can better communicate across the company's multiple locations on Qwest's high-speed network and quickly process customers' requests for specific Porsche parts and services. Qwest is also powering 800-PORSCHE with its Web contact center solutions, which helps Porsche route its customers' calls and answer requests for service and roadside assistance.

"Porsche customers are the most demanding in the world," said Phil Davis, general manager, IT, Porsche Cars North America. "We strive, along with our dealers, who are on the front line of customer contact, to meet and exceed their expectations. Porsche needs to provide its dealers with the best service possible, and Qwest has helped us do that. They continue to implement quickly and maintain a high level of customer service commitment."

"We are thrilled to continue our relationship with Porsche and provide them with the full gamut of network services. From faster communication and an enhanced online experience, to making call centers more efficient, Qwest has Porsche's communications needs covered to help them better serve their customers," said Cliff Holtz, executive vice president of Qwest business markets group. "Porsche's contract renewal illustrates that Qwest's dedication to providing best-in-class service is truly resonating with our customers and we are confident we will continue to enhance our reputation as a customer-centric communications service provider."

About Porsche Cars North America

Porsche Cars North America, Inc., based in Atlanta, Ga., and its subsidiary, Porsche Cars Canada, Ltd., are the exclusive importers of Porsche vehicles for the United States and Canada. A wholly owned indirect subsidiary of Dr. Ing. h.c.F Porsche AG, PCNA employs approximately 200 people who provide Porsche vehicles, parts, marketing and training for its 204 dealers in North America. They, in turn, provide Porsche with best-in-class service.

About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading provider of voice, video and data services to more than 25 million customers. The company's 46,000 employees are committed to the "Spirit of Service" and providing world-class services that exceed customers' expectations for quality, value and reliability. For more information, please visit the Qwest Web site at http://www.qwest.com

At March 31, 2004, Qwest Communications International, Inc.'sbalance sheet shows a stockholders' deficit of $1,251,000,000compared to a deficit of $1,016,000,000 at December 31, 2003.

RAPIDTRON INC: Needs More Capital to Sustain Operations-------------------------------------------------------Rapidtron Inc. is headquartered in Costa Mesa, California, and intends to become the leading provider of Radio Frequency (RF) smart card access control and ticketing/membership systems by providing the premier technology for operator-free entry and exit turnstiles.

The Company is currently the exclusive North American distributor for Axess AG, an Austrian developer and manufacturer of software and equipment for entry and exit control utilizing bar code and Smart chip technology. The equipment consists of cards, card readers, turnstiles, radio frequency emitters and other equipment which may be identified as useful in a particular market. Axess AG manufactures some of the equipment components and assembles others manufactured by various European vendors. Axess AG has installed its RF smart card technology in over 2,000 smart access gates and 1,000 point-of-sale systems to transit companies and vacation resorts in Europe.

As of December 31, 2002, the Company had $443,312 in total assets, including $10,835 in cash, $79,159 in accounts receivable, $252,436 in inventories, and $73,911 in prepaid expenses and other current assets. As of December 31, 2003, it had $1,055,243 in total assets, including $84,256 in cash, $317,387 in accounts receivable, $558,202 in inventories, and $67,676 in prepaid expenses and other current assets. The Company considers the accounts receivable to have a high probability of collection, as a majority of the receivables are from large customers in the fitness club industry.

At December 31, 2003, the Company had a working capital deficit of $396,115. Its negative cash flow from operations resulted primarily from losses, increased receivables and inventory along with the pay down of payables to key vendors in order to support growth in the fitness category. Cash flow needs were met for the December 31, 2003 quarter through sales revenues and the proceeds of convertible loans and private equity placements. During the three month period ended December 31, 2003, Rapidtron sold a total of 182,500 shares of restricted common stock to three accredited investors for total consideration of $193,673 and paid total commissions of $13,367 in connection with the sale of its common stock.

Management expects to continue operating at a negative cash flow through at least the first quarter of fiscal year 2004 as Rapidtron continues efforts to develop its business. Thus, its success, including the ability to fund future operations, depends largely on the Company's ability to secure additional funding. Mangement cannot assure that Rapidtron will be able to consummate debt or equity financings in a timely manner, on a basis favorable to the Company, or at all.

The Company needed cash flow of approximately $125,000 per month during the first quarter of 2004 to pay for rent, salary, marketing, services, software interface, inventory, and receivables, excluding the anticipated increase in expenses related to sales and marketing efforts and new business development. It expects to receive cash flow from revenues averaging at least approximately $700,000 to $1,250,000 per month during 2004.

During 2004, management expects to need cash flow of approximately $2,000,000 for operating expenses, new business development, potential merger opportunities, marketing, services, and software development for interface with business systems in targeted industries, inventory and receivables. It is anticipated that Rapidtron will receive cash flow from operating revenues totaling approximately $8,400,000 to $15,000,000 in 2004.

Historically, Rapidtron has financed operations through cash flow from operations, debt proceeds and the sale of equity securities. It is anticipated that it may be required to sell additional equity securities and/or incur additional debt until such time as it can generate sufficient revenues from operations to cover operating expenses. Currently the Company has no external sources of liquidity. The allocation of cash flow in operating the business will be dictated by where those resources can optimize results through the production of sustained revenue growth. If the Company does not raise the necessary capital or earn sufficient revenue to cover the foregoing expenses, it will reduce variable overhead, such as marketing expenses, travel and entertainment, software development, and reduction of personnel as feasible. In the event it is unable to generate capital from loans, the sale of stock, or revenues, it will be forced to sell its assets or curtail operations until additional capital is available.

On March 17, 2004, the Company's independent auditors indicated: "As of December 31, 2003, the Company has a working capital deficit of approximately $396,000, recurring losses from operations, an accumulated deficit of approximately $4,385,000 and has generated an operating cash flow deficit of approximately $2,700,000 for the year then ended. As discussed in Note 1 to the financial statements, additional capital will be necessary to fund the Company's long-term operations. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern."

RELIANT ENERGY: Fitch Ratings Optimistic about Planned Asset Sale-----------------------------------------------------------------Reliant Energy, Inc. announced that it reached a definitive agreement to sell a portion of its New York-based generating portfolio to Canadian based Brascan Corp. for $900 million in cash. The assets to be sold consist of 770 megawatts (MW) of generating capacity located in upstate New York, including 675 MW of hydropower plants. Fitch Ratings continues to maintain the following credit ratings for RRI:

On balance, Fitch views the planned asset divestiture as a positive credit development. In particular, the loss in future earnings and cash flow resulting from the sale should be offset by the expected reduction in consolidated debt leverage and improved financial flexibility and asset coverage at the RRI holding company level. Specifically, RRI will be required to utilize net cash proceeds from the transaction to substantially reduce outstandings under the Orion Power (ORN) New York/Midwest term loan facilities ($1.1 billion (net of restricted cash) as of March 31, 2004) which are scheduled to mature in October 2005. In addition to reducing near-term refinancing risk, Fitch notes that full repayment of the ORN subsidiary debt would substantially improve RRI's ability to extract excess cash generated by ORN for debt service at the corporate level.

The transaction is slated to close within three months subject to Hart Scott Rodino review and regulatory approval by the FERC and the New York Public Service Commission. Fitch will continue to monitor developments related to the sale as well as RRI's overall progress in achieving its stated goals for reducing debt leverage over the next several years.

These affirmations are due to credit enhancement levels consistent with future loss expectations.

RXBAZAAR INC: Auditors Express Doubt in Going Concern Ability-------------------------------------------------------------RxBazaar, Inc. is a distributor of brand and generic pharmaceutical and medical products, as well as other related products aimed at its target market of independent pharmacies. It sells its products to distributors, wholesalers, pharmacies and other customers and organizations licensed to purchase pharmaceutical products. On February 23, 2001, the Company acquired FPP Distribution, Inc. RxBazaar conducts business in all fifty U.S. states as well as Puerto Rico.

RxBazaar's revenues and results of operations have been significantly affected, and are likely to continue to be affected, by a shortage of working capital. The Company needs working capital to buy inventory, since its business depends on having a sufficient amount of enough different products to attract customers and generate sales. As of December 31, 2003, it had 5,420 different products posted for sale on its website, with a total listed sales value of approximately $257 million. Management believes that the number of items posted for sale is an indication of continued interest in its online marketplace among potential sellers, and makes the site more attractive to buyers. The number of items posted for sale, however, does not directly effect the Company's financial condition or results of operations. Unless it is able to attract additional buyers to its website, increase sales and improve its gross profit margin, it will not be able to operate profitably.

At December 31, 2003 the Company's auditors expressed doubt about RxBazaar's ability to continue as a going concern. Management has been addressing this issue by seeking arrangements to raise additional working capital through one or more offerings of debt or equity securities to strengthen the Company's financial condition and support its growth. If able to generate sufficient working capital by selling it s securities, then management hopes to conduct operations on a profitable basis, and to generate additional working capital for operations. However, there is no assurance that RxBazaar will be able to raise the necessary capital to sustain operations or operate profitably.

SOLUTIA INC: Retirees Commence Action to Protect Benefits---------------------------------------------------------The Official Committee of Retirees wants to safeguard health, disability, and life insurance benefits for over 24,000 retirees, spouses and dependents of Solutia, Inc., and its former parent company Monsanto Company, now Pharmacia Corporation. The Retirees who are at particular risk are those whose poor health makes health, disability, and life insurance otherwise unavailable.

Nicholas A. Franke, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, relates that Solutia currently pays approximately $100,000,000 yearly for retirement benefits, with more than $1,000,000,000 in total retiree benefit claims. Solutia currently pays an estimated $60,000,000 per year for those who retired from Monsanto, who hold a total of some $800,000,000 in retiree benefit claims.

Mr. Franke asserts that timing is critically important to the Retirees. If Solutia reduces or terminates current retiree benefits prior to a determination of the obligations of Monsanto's corporate successors to provide those same benefits, the retirees would be irreparably harmed by the absence of health, disability, and life insurance benefits while the Retirees' recourse to the non-debtors is being adjudicated.

Solutia will be unable to formulate a meaningful proposal to Retirees until the obligations of the former Monsanto Company, Pharmacia Corporation, and Pharmacia's former subsidiary, renamed Monsanto Company, to pay Retiree Benefits upon Solutia's default are finally determined.

According to Mr. Franke, Solutia has agreed to disclose to the Retirees Committee the most complete and reliable information now available regarding the Retirees' benefit plans and collective obligations to the Retirees under those plans. Solutia and the Retirees Committee plan to formulate an acceptable proposal for possible modification of benefits immediately after a determination of the Defendants' shared obligations for Retiree Benefits.

Without prior determination of the obligations of Pharmacia and Monsanto II, the Retirees may be forced to bear severe reductions or even terminations of Retiree Benefits although Pharmacia and Monsanto II later could be found liable to pay those same Retiree Benefits. Retirees, particularly those now uninsurable due to severe illness, would unnecessarily suffer from reduced or canceled health, disability, and life insurance benefits if Pharmacia and Monsanto II obligations for those benefits are later determined.

Without prior determination of all obligations to Retirees, there can be no assurance that a reduction of Retiree Benefits under Section 1114 of the Bankruptcy Code would be fair and equitable to all creditors, Solutia, and all affected parties.

(d) Retirees relied, to their detriment, on Monsanto's promises of lifetime and vested Retiree Benefits; and

(e) Monsanto intentionally misrepresented to Retirees the future security of the Retiree Benefits in violation of its fiduciary duties under ERISA.

If Solutia does not continue to provide the Retirees with current levels of health benefits and is determined to be insolvent, the Retirees can look to Pharmacia and Monsanto II for Retiree Medical Benefits, as made clear in a 2001 Class Action Settlement Agreement between some Retirees and Solutia, Pharmacia, and Monsanto II, and under the common law of delegation.

However, the 2001 Settlement Agreement does not affect the rights of Retirees who were not part of the class action and who now seek a determination that Pharmacia and Monsanto II must provide health benefits as successors to the former Monsanto, which delegated its Retiree Benefit obligations to Solutia. These Retirees include former Monsanto employees who retired after October 19, 2001. The Settlement Agreement also would not bar recourse to Pharmacia and Monsanto II for promised disability and life insurance benefits upon Solutia's default after Section1114 procedures.

Mr. Franke contends that because the Retirees never consented to any non-recourse delegation to Solutia of Monsanto's duties to provide Retiree Benefits, Monsanto remains obligated to provide Retiree Benefits. Pharmacia and Monsanto II succeeded to Monsanto's obligations to provide the Retiree Benefits. In addition, by delegating its Retiree Benefit obligations to Solutia, a less financially stable company than Monsanto was at the time, Monsanto violated its contractual promises to its employees under ERISA and common law and its fiduciary duties under ERISA.

Absent prompt determination of all Retiree Benefits rights held by all Retirees against the Defendants, all Retirees risk losing significant health, disability, and life insurance benefits that ultimately are the obligations of Pharmacia and Monsanto II.

Accordingly, the Retirees Committee seeks a declaratory judgment from the Court that Pharmacia and Monsanto II, as Monsanto's successors, share responsibility for providing the Retiree Benefits to the Retirees, and that Pharmacia and Monsanto II must pay Retiree Benefits to the Retirees if Solutia reduces or terminates Retiree Benefits pursuant to Section 1114 of the Bankruptcy Code.

The Retirees Committee also asks the Court to equitably subordinate all claims held by Pharmacia and Monsanto II resulting from their payment of Retiree Benefits on behalf of Solutia after a finding of joint and several liability. Subordination to a priority below that of the class of general unsecured claims is appropriate due to Monsanto's inequitable actions, misrepresentations, and other misconduct related to the delegation of Retiree Benefits to Solutia. Payment of these claims only after payment in full of all other unsecured claims is consistent with the Bankruptcy Code under the circumstances.

Headquartered in St. Louis, Missouri, Solutia, Inc. -- http://www.solutia.com/-- with its subsidiaries, make and sell a variety of high-performance chemical-based materials used in a broad range of consumer and industrial applications. The Company filed for chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Company filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. (Solutia Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)

Thus, the Court authorizes the Debtors to consummate and implement the Sale of the Newport Assets to Pangea pursuant to all transactions contemplated under the Final Purchase Agreement. Judge Blackshear also authorizes the Debtors to assume and assign to Pangea the Designated Contracts, and Pangea to assume the Assumed Liabilities.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. -- http://www.spiegel.com/-- is a leading international general merchandise and specialty retailer that offers apparel, home furnishings and other merchandise through catalogs, e-commerce sites and approximately 560 retail stores. The Company filed for Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No. 03-11540). James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq., at Shearman & Sterling represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $1,737,474,862 in assets and 1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000)

STELCO: Monitor Ernst & Young Files 4th CCAA Restructuring Report -----------------------------------------------------------------Stelco Inc. (TSX:STE) announced that the Fourth Report of the Monitor has been issued and filed by Ernst & Young Inc. and is now available through a link provided on Stelco's Web site.

The Report provides an update on developments surrounding the Company's Court-supervised restructuring under the Companies' Creditors Arrangement Act since the tabling of the Third Report of the Monitor on April 7, 2004. Contents of the Fourth Report of the Monitor include, but are not limited to, the following.

Discussions with stakeholders

The Monitor reports that the Company has initiated or continued discussions with representatives of a number of stakeholders since the issuance of the Third Report. These stakeholders include Active Salaried Employees; Retired Salaried Employees; Locals of the USWA; banks; bondholders, plus the governments of Hamilton, Ontario andCanada.

Stelco advised the Monitor that it has provided a StakeholderPresentation to a number of stakeholders and that it would like to provide representatives of the USWA Locals with that Presentation if appropriate confidentiality arrangements are entered into. The Monitor reports that Stelco has offered to meet with these representatives to review the table of contents of the presentation in order to discuss which segments would need to becovered by a confidentiality agreement. The Monitor is advised that this issue has not been resolved.

The Monitor reports that the Company has also offered to meet with the representatives of the Locals and to provide them with the non-confidential elements of a Pension Plan Presentation. No such meeting has occurred.

The Lake Erie collective bargaining agreement

The Monitor reports that USWA Local 8782 has indicated that it desires to bargain for a new collective bargaining agreement. The Monitor understands that the Company has advised the Local of the view that, in light of Stelco's circumstances, it would be more practical and appropriate to discuss the Lake Erie CBA in the context of the broader discussions the Company wishes to have with allstakeholders, including the other USWA Locals, as part of the restructuring process. The Monitor understands that Local 8782 does not wish to proceed with collective bargaining discussions within that wider context. The Local has submitted a request for the appointment of a Conciliation Officer. The Monitor notes that the Company has taken the position that the request is stayedpursuant of the terms of the Initial Order issued by the Court on January 29, 2004. The Ontario Ministry of Labour has yet to respond to the request.

The Monitor's concern about the lack of progress and the status of Lake Erie

Although the Company and the USWA Locals have made some progress in having preliminary discussions regarding the restructuring process, the Report states that "...the Monitor is concerned with the lack of tangible progress that has been made." The Report also adds that "The potential expiry of the Lake Erie CBA must be addressed forthwith," noting that, "In all likelihood, a strike of any length would result in the liquidation of Stelco."

The Monitor agrees with the Ontario Government that the appointment of a neutral third party mediator would be a positive step in assisting Stelco and the USWA Locals to commence meaningful dialogue with respect to the restructuring. However, the Report notes the Monitor's concern that the other stakeholders must ultimately be involved in the restructuring process once thediscussions between the Company and the USWA Locals have reached a point where the participation of the other stakeholders is warranted.

Other stakeholders are concerned

The Monitor notes that others are expressing concern about the uncertainty at Lake Erie and the nature of the discussions that should be held. Automotive customers have expressed concernsto Stelco and to the Monitor about continuity of supply. In addition, the Monitor has had discussion with Counsel to a group indicating it represents the holders of more than 50% of the Company's senior unsecured debentures. That Counsel has expressed the belief that if restructuring discussions are to be successful they must provide for the involvement of all significantstakeholders.

Rising steel prices, rising costs

The Monitor reports that customers and suppliers have continued to support and maintain business relations with the Company. Revenues continued to improve in April due to price increases in anenvironment marked by strong customer demand for steel products. The Monitor notes that it is not clear how long these conditions will prevail given the volatile nature of worldwide steel markets. The Report adds that revenues also rose due to surcharges invoiced to customers in order to recover increased production costs.

The Monitor reports that Stelco continues to incur substantially higher costs. Increased production costs are being driven by unprecedented cost increases for such raw materials as scrap and coke. Production costs remain high relative to other North American producers against whom the Company must compete.

Since December 2003, the Report notes, the Company has increased the use of its credit facilities despite the strong market conditions and improved production levels.

Production and shipments

The Monitor reports that semi-finished steel production for the Company's integrated steel operations (Hamilton and Lake Erie) during the month of April totalled 369,293 net tons. Production for the first four months of 2004 totalled 1,501,663 net tons, compared to 1,471,812 net tons produced during the same period in 2003. Shipments in April stood at 354,129 net tons. Shipments for the first four months of this year totaled 1,395,578 net tons, compared to 1,351,469 net tons shipped during the same period last year.

Cash flow forecasts

The Monitor reports the Company's forecast that thetotal facility utilization of the Existing Stelco Financing Agreement will increase by $20.6 million during the period starting May 15, 2004 and ending September 30, 2004, and will peak at $295.6 million during the same period. This figure could vary substantially depending upon the timing of working capital fluctuations during this period. Based on Stelco's current cash flow projections, the Company forecasts that it will not need to draw on the DIP Facility through the period ending September 30, 2004.

The sale of certain Welland Pipe assets

The Report notes that due to the lack of market demand in North America for very large diameter pipe, the decision to close the operations of Welland Pipe, located in Welland, Ontario, was announced by the Company in March 2003. Since that time the Company has worked to find a buyer for both of Welland Pipe's steel fabricating mills - the Spiral Pipe Mill and the U&O Mill. The Monitor reports that Welland Pipe is currently negotiating with a potential buyer of the Spiral Pipe Mill and hopes to be in a position to seek the Court's approval of a sale transactionon May 27, 2004. The Report adds that it is anticipated that a formal sale process for the sale of the U&O Mill will be implemented in the near future.

The sale of CHT real property

As outlined in previous Reports, the facilities of this subsidiary specialising in the heat-treating of steel plate, located in Richmond Hill, Ontario, have been idled and will not reopen.Further to a previously announced decision, the Monitor reports that the Company has recently listed CHT's real property for sale with a listing price of $3.25 million. Seven offers have been received, none of which are acceptable to CHT. The Monitor is advised that further negotiations are continuing with interested parties.

The full text of the Fourth Report of the Monitor will be available through a link on Stelco's Web site at http://www.stelco.ca/

Stelco Inc. is a large and diversified Canadian steel producer. It is involved in all major segments of the steel industry through its integrated steel business, mini-mills, and manufactured products businesses. Consolidated net sales in 2003 were $2.7 billion.

SUNNY DELIGHT: Moody's Rates 1st & 2nd Lien Facilities at Ba3/B1 ----------------------------------------------------------------Moody's Investors Service assigned first time ratings for Sunny Delight Beverages Company, which includes a Ba3 rating to the proposed $300 million first lien credit facility and a B1 rating to the proposed second lien term loans up to $75 million. The outlook is stable.

The $300 million first lien credit facility consists of a $50 million revolver maturing in 5 years, a $150 million term loan maturing in 7 years and a Euro equivalent US$100 million term loan maturing in 7 years.

The ratings recognizes consumers' longstanding brand awareness, promising trends in targeted demographics, and its value pricing strategy as compared to other branded juices. Even though there is a history of decent margins and returns during operations as a business units under Procter & Gamble (Aa3 senior unsecured rating), the business and execution risks connected with Sunny Delight's intention to become a stand-alone entity, constrain the ratings. Business risk includes the company's ability on materials sourcing consistent with historical prices under Procter & Gamble and maintaining product position separate of the resources afforded by Procter & Gamble. Less than optimal results during the fiscal year ended June 30, 2003 as the company underwent a faulty marketing and advertising strategy, the unstable nature of consumers with dietary preferences (e.g. low carbohydrates or low sugar), and the competitive environment of the fragmented beverage industry also constrain the ratings. The ratings also show risks related to the management's ability to rejuvenate the brands without negative effects on profitability.

The stable ratings outlook shows some tolerance for decent fluctuations in financial performance during the company's transition and integration process, says Moody's.

The ratings are dependent on the realization of the proposed collateral agreements and final documentation review and intercompany funding relationships.

Sunny Delight Beverages Company is a global manufacturer and distributor of juice drinks under two brand names: Sunny D and Punica. Products are sold in the US, Canada, the United Kingdom, Ireland, France, Spain, and Portugal with Punica having a leading market position in Germany and being one of the largest fruit-based drinks in Europe.

Moody's based its action on SDS' successful track record of both organic growth and growth through acquisition combined with the expected material improvement in credit measures over the past several years.

Reportedly, SDS' debt has fallen from $341 million as of fiscal year end September 30, 2002 to about $278 million as of fiscal year end 2003. For the six months ended March 31, 2004, SDS's debt has fallen further to $249 million. Moody's expects debt to reduce another $30 to $40 million in fiscal 2004 to just above $200 million; a 40% reduction in debt since the end of the 2002. Lower debt levels combined with stable operating performance has caused SDS debt metrics to improve, says Moody's.

The upgrades incorporate the effects of a positive operating environment shaped by an aging population and the strong market positions in many of its diverse product lines. SDS' position as one of the top three providers in the dental and orthodontics markets and its strong brands are viewed as key positives.

The stable ratings outlook reflects Moody's belief that SDS may continue to reduce debt with improving cash flow but is likely approaching a debt/equity ratio with which it is comfortable. If management continues to reduce debt or if its credit profile continues to improve at the same rate that has occurred over the past several years, there could be positive movement in the outlook and ratings.

Orange, California- based Sybron Dental Specialties, Inc., is a leading manufacturer of products for the professional dental, orthodontics and infection control markets in the United States and abroad.

TANGO INC: Plans to Boost Revenue Through Retail Distribution-------------------------------------------------------------Todd Violette, chairman and COO of Tango Incorporated (OTCBB:TNGO), is pleased to announce that Tango's management team has agreed to pursue the opportunity of distributing pre-printed tee shirts. This is a change in direction for the Company, which in the past has been a full service contract screen printer for major brand name apparel labels.

"I am delighted to announce that this arrangement will provide Tango the opportunity to maximize our efficiencies and fund our rapid growth, while simultaneously accomplishing our goal of increased profitability through expansion into the retail fashion industry. We believe the market for pre-printed tee shirts to be in excess of $2 billion a year domestically, and we are well positioned to tap into that business. Tango can achieve higher margins and position itself to have greater revenue growth over the next five years. We have seen apparel companies grow their revenues to in excess of $200 million within five years. We believe that there is no reason that we cannot accomplish this because we are already associated with many distribution channels," said Todd Violette, COO.

Tango believes that the launch of its products will demonstrate cutting-edge printing innovation. This line will showcase Tango's printing techniques, and will have a cross-promotional purpose of providing customers with innovated prints and embellishments that are not offered by competitors. In addition the Company plans to concurrently launch its anti-counterfeiting program that clients can purchase when they have their shirts printed by Tango.

About Tango

Tango Incorporated -- whose January 31, 2004 balance sheet shows a stockholders' deficit of $1,053,342 -- is a leading garment manufacturing and distribution company, with a goal of becoming a dominant leader in the industry. Tango pursues opportunities, both domestically and internationally. Tango provides major branded apparel the ability to produce the highest quality merchandise, while protecting the integrity of their brand. Tango serves as a trusted ally, providing them with quality production and on time delivery, with maximum efficiency and reliability. Tango becomes a business partner by providing economic solutions for development of their brand. Tango provides a work environment that is rewarding to its employees and at the same time having aggressive plan for growth. Tango is currently producing for many major brands, including Nike, Nike Jordan and Chaps Ralph Lauren. Go to http://www.tangopacific.com/for more information.

TERRA BLOCK: Pollard-Kelley Airs Going Concern Uncertainty ----------------------------------------------------------Effective March 23, 2004 Terra Block International appointed Pollard-Kelley Auditing Services, Inc., Fairlawn, Ohio, as its new independent accountants, commencing with the audit for the fiscal year ended December 31, 2003, to replace Melton & Co., P.C. The decision to change independent accountants was approved by the Board of Directors of the Company.

In its audit report, Pollard-Kelley states, "The Company has not generated significant revenues or profits to date. This factor among others, may indicate the Company will be unable to continue as a going concern. The Company's continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty."

Terra Block International, Inc., a Nevada Corporation, and formerly L.L. Brown International, Inc., engages in the application of technologically advanced building products and technologies through a licensing agreement between its subsidiary Terra Block Consolidated, Inc. and Terra Block, Inc. The Company has the exclusive right to make, have made, use and sell TBI products anywhere in the world. The licensing agreement provides Terra Block the rights to all patented technologies, trade secret materials, copyrights, trademarks and all intellectual property. This technology and expertise is referred to as the "Terra Block System" and has been used worldwide for 25 years.

At the same time, Standard & Poor's raised its preferred stock rating to 'CCC' from 'D' and assigned this rating to the company's proposed 6.75% Series A convertible preferred stock offering, which is being issued to tender the company's outstanding 6.625% convertible preferred securities, Beneficial unsecured convertible securities. Completion of the tender offer is expected to occur in the third quarter of 2004.

"The corporate credit rating upgrade reflects Standard & Poor's assessment that aerospace demand for titanium has reached its nadir and should begin to improve in 2005," said Standard & Poor's credit analyst Dominick D'Ascoli. The preferred stock rating upgrade follows the company's payment of $22 million in accrued interest and its intention to resume quarterly interest payments beginning June 1, 2004.

The ratings on Denver, Colorado-based Titanium Metals reflect its limited product diversity and reliance on the commercial aerospace industry, somewhat offset by its low debt level and ample liquidity. Titanium Metals produces titanium from multiple facilities in the U.S. and Europe, accounting for approximately 18% of worldwide titanium-milled products.

Despite the weak conditions that have existed in the aerospace industry since the tragic events of Sept. 11, 2001, the company has withstood the challenges posed by such depressed market conditions largely through adherence to cost-cutting efforts while preserving liquidity through working capital management. Indeed, the company generated $20 million in operating profit before depreciation and amortization in 2003.

The majority of sales is to the highly cyclical and mature aerospace market, which accounted for approximately 67% of Titanium Metals' modest $406 million revenue for the 12 months ended March 31, 2004. Commercial aviation, which makes up over 80% of the company's aerospace sales volume, has been severely affected by the Sept. 11, 2001, terrorist attacks, a sluggish global economy, the Iraq war, and the SARS epidemic. As a result of deep losses at many airlines, aircraft orders declined over this period. Standard & Poor's believes aircraft build rates have reached trough levels and will linger at these levels in 2004, growing slowly thereafter as the global economy improves and airline companies recover. The company benefits from low debt levels of $16 million (including capital and capitalized operating leases).

TRENWICK: Committee Hires Towers Perrin for Financial Advice------------------------------------------------------------The Official Committee of Unsecured Creditors of Trenwick America Corporation received permission from the United States Bankruptcy Court for the District of Delaware to retain and employ Towers, Perrin, Forster & Crosby as its financial and actuarial advisors.

Brendan L. Shannon, Esq., at Young, Conaway, Stargatt & Taylor, relates that before filing for chapter 11 protection, Trenwick agreed with their major creditor constituencies to pursue avenues of recovery and estate maximization beyond traditional insurance "run-off" recoveries. To assist the Committee and its professionals in this exercise, the Committee turned to Towers Perrin for advice.

Specifically, Towers Perrin will evaluate:

(a) the Debtors' past transactions;

(b) the Debtors' claim reserves;

(c) the capital adequacy the Debtors' of subsidiaries and affiliates; and

(d) the Debtors' financial condition based on several benchmarks.

Mr. Shannon tells the Court that Towers Perrin is well qualified to represent the Committee because it's a specialized consulting firm focused exclusively on insurance and financial services. Towers Perrin is the world's largest independent employer of actuaries focused on insurance, operating through a network of 42 offices in 20 countries. The Firm's clients include Allstate, Chubb, ING, Prudential and Zurich Financial.

Towers Perrin professionals will bill at their customary hourly rates:

Mr. Shannon assures the Court that Towers Perrin is "disinterested" and does not hold or represent an interest adverse to the Committee or the Debtors' estates in any related matters.

Greenhill & Co., Inc., as previously reported in the Troubled Company Reporter, serves as Trenwick's financial advisor. Greenhill is paid $175,000 per month and expects to collect a $1,000,000 restructuring transaction fee when a plan of reorganization is consummated.

Trenwick America Corporation, headquartered in Stamford, Connecticut, is a holding company for operating insurance companies in the U.S. The Company filed for chapter 11 protection on August 20, 2003 (Bankr. Del. Case No. 03-12635). Christopher S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby & Geddes and Benjamin Hoch, Esq., with Irena Goldstein, Esq., and Carey D. Schreiber, Esq., at Dewey Ballantine LLP represent the Debtors in their restructuring efforts. As of June 30, 2003, the Debtor listed approximate assets of $400,000,000 and debts of $293,000,000. On August 20, 2003, Trenwick Group, Ltd., and LaSalle Re Holdings Limited also filed insolvency proceedings in the Supreme Court of Bermuda. On August 22, 2003, the Bermuda Court granted an order appointing Michael Morrison and John Wardrop, partners of KPMG in Bermuda and KPMG LLP in the United Kingdom, respectfully, as Joint Provisional Liquidators in respect of TGL and LaSalle. The Bermuda Court granted the JPLs the power to oversee the continuation and reorganization of these companies' businesses under the control of their boards of directors and under the supervision of the U.S. Bankruptcy Court and the Bermuda Court.

VITAL BASICS: Signs-Up Randall Male as Financial Consultant-----------------------------------------------------------Vital Basics, Inc., sought and obtained approval from the U.S. Bankruptcy Court for the District of Maine, to employ Randall E. Male, President of Milo Enterprises, Inc., as its financial consultant in the company's chapter 11 proceeding.

Mr. Male will:

a) consult with the Debtor and its legal counsel regarding sales of assets and debt restructuring;

b) provide ongoing financial advice;

c) prepare projected financial statements;

d) assist with preparation of financial reports;

e) serve as an expert witness;

f) assist with the formulation of a plan of reorganization;

g) advice with respect to the sale and disposition of assets, if required;

h) provide financial advice with respect to the Debtor's wholly owned subsidiary, Vital Basics Media, Inc., which is also a debtor under Chapter 11 of the Bankruptcy Code;

i) provide such other financial advice and consultation as may be necessary or advisable in connection with the Debtor's and its subsidiary's Chapter 11 cases.

Mr. Male received a $10,000 retainer from the Debtor. He will bill the Debtor his current hourly rates of $250 for his services and a 1% success fee upon a successful asset sale or financing.

Headquartered in Portland, Maine, Vital Basics, Inc. -- http://www.vitalbasics.com/-- is engaged in the business of Sales, through direct consumer marketing and at retail, of nutraceutical and related products throughout the United States and Canada. The Company filed for chapter 11 protection along with its debtor-affiliate, Vital Basics Media, Inc., on May 10, 2004 (Bankr. D. Maine Case No. 04-20734). George J. Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., represents the Debtor in its restructuring efforts. When the Debtors filed for protection from their creditors, Vital Basics, Inc., listed $6,291,356 in total assets and $16,314,589 in total debts; Vital Basics Media, Inc., listed total assts of $378,308 and total debts of $179,242.

WMC FINANCE: Commences Tender Offer for 11-3/4% Senior Notes ------------------------------------------------------------WMC Finance Co. announced that it has commenced a cash tender offer and consent solicitation for all of its outstanding 11-3/4% Senior Notes due 2008.

The tender offer and consent solicitation is being made pursuant to an Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal dated May 19, 2004, which set forth a more detailed description of the tender offer and consent solicitation. The tender offer will expire at 5:00 p.m. (EDT) on June 17, 2004, unless extended or terminated. The consent solicitation will expire at 5:00 p.m. (EDT) on June 3, 2004, unless extended or terminated.

Under the terms of the tender offer, the consideration for each $1,000.00 principal amount of the Notes tendered will be determined on the second business day preceding the scheduled expiration date of the tender offer, as more fully described in the Statement.

In conjunction with the tender offer, WMC Finance Co. is also soliciting the consent of holders of the Notes to eliminate substantially all of the restrictive covenants and certain events of default under the indenture governing the Notes and to eliminate the obligations of WMC Finance Co. to register the Notes under the related registration rights agreement. WMC Finance Co. will make a consent payment to all holders whose consents have been validly tendered and not withdrawn prior to the expiration date of the consent solicitation.

The closing of the tender offer and consent solicitation is subject to certain conditions with respect to the Notes, including, but not limited to: (i) the receipt of consents to amend the indenture and the registration rights agreement from the holders of at least a majority of the outstanding principal amount of such Notes; and (ii) the consummation of the pending acquisition of WMC Finance Co. by General Electric Capital Corporation.

WMC Finance Co. has retained Credit Suisse First Boston LLC to serve as the exclusive Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Requests for documents may be directed to Georgeson Shareholder Communications, Inc., the Information Agent, by telephone at (800) 733-0805 (toll-free) or (212) 440-9800 (collect). Questions regarding the tender offer may be directed to Credit Suisse First Boston LLC at (800) 820-1653 (toll-free) or (212) 538-0652 (collect).

About WMC

WMC Finance Co. is a leading nationwide mortgage company that, through its operating subsidiaries, originates and sells residential mortgage loans on a wholesale basis in the alternative mortgage market. The alternative mortgage market is composed of Alt-A and sub-prime lending. WMC Finance Co. is headquartered in Woodland Hills, California.

"Resolution of this CreditWatch placement will be finalized upon the completion of this transaction, which is subject to regulatory approval and is expected to occur in third-quarter 2004," Mr. Picarillo said.

WOMEN FIRST: Wants to Retain Young Conaway as Bankruptcy Counsel----------------------------------------------------------------Women First Healthcare, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as its attorneys in its chapter 11 proceeding.

The Debtor has also asked for the Court's approval to retain Latham & Watkins LLP as its bankruptcy co-counsel. Young Conaway has discussed with Latham a division of responsibility and will make every effort to avoid duplication.

The principal attorneys and paralegals presently designated to represent the Debtor and their current standard hourly rates are:

d. appear in Court and to protect the interests of the Debtor before the Court; and

e. perform all other legal services for the Debtor which may be necessary and proper in this proceeding.

Headquartered in San Diego, California, Women First HealthCare, Inc. -- http://www.womenfirst.com/-- is a specialty pharmaceutical company dedicated to improve the health and well-being of midlife women. The Company filed for chapter 11 protection on April 29, 2004 (Bankr. Del. Case No. 04-11278). Michael R. Nestor, Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt & Taylor represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $49,089,000 in total assets and $73,590,000 in total debts.

WRENN ASSOCIATES: Taps Fougere & Associates as Accountant---------------------------------------------------------Wrenn Associates, Inc., asks for permission from the U.S. Bankruptcy Court for the District of New Hampshire to employ Fougere & Associates as its accountant.

The Debtors tell the Court that they need to retain Fougere & Associates to:

a) assist Management in preparing and reviewing financial statements and projections to be used in the ordinary course of business and as exhibits for various purposes of this case;

b) prepare the Debtor's federal and state tax returns, including those that will more probably have to be filed in the Commonwealth of Massachusetts and the States of Connecticut, Maine, New Hampshire and Vermont; and

c) provide other services that may be necessary in this case.

Excluded from Fougere & Associates' services are any responsibility for investigating, identifying and reporting potential fraudulent transfers, preferential transfers and claims against management or insiders.

The professionals who are likely to render their services in this case are:

Headquartered in Merrimack, New Hampshire, Wrenn Associates, Inc. -- http://www.wrenn.com/-- is a construction management firm. The Company filed for chapter 11 protection on April 16, 2004 (Bankr. D. N.H. Case No. 04-11408). William S. Gannon, Esq., represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $4,037,000 in total assets and $7,778,494 in total debts.

* BOOK REVIEW: The Financial Giants In United States History ------------------------------------------------------------Author: Meade MinnigerodePublisher: Beard BooksSoftcover: 260 pagesList Price: $34.95

The financial giants were Stephen Girard, John Jacob Astor, Jay Cooke, Daniel Drew, Cornelius Vanderbilt, Jay Gould, and Jim Fisk. The accomplishments of some have made them household names today. But all were active in the mid 1800s. This was a time when the United States, having freed itself from Great Britain only a few decades earlier, was gaining its stride as an independent nation. The country was expanding westward, starting to engage in significant international trade, and laying the foundations for becoming a major industrial power. Astor, Vanderbilt, Gould, and the others played major parts in all these areas. During the Civil War in the first half of the 1860s, some became leading suppliers of goods or financiers to the Federal government.

Minnigerode's focus is the highlights of the life of each of the seven. Along with this, he identifies each one's prime characteristics contributing to his road to fortune and how his life turned out in the end. Not all of the men managed to keep and pass on the fortunes they amassed. They are seen a "financial giants" not only because they made fortunes in the early days of American business and industry, but also for their place in laying out the groundwork for American business enterprise, innovation, and leadership, and for the notoriety they had in their day.

Minnigerode summarizes the style or achievement of each man in a single word or short phrase. Stephan Girard is "The Merchant Banker"; Cornelius Vanderbilt, "The Commodore." "The Old Man of the Street" summarizes Daniel Drew"; with "The Wizard of Wall Street" summarizing Jay Gould. Jim Fisk is "The Mountebank."

Jay Cooke, "The Tycoon," was to be "known throughout the country for his astonishingly successful handling of the great Federal loans which financed the Civil War." After the War, one of the leaders of the Confederacy remarked that the South was really defeated in the Federal Treasury Department thus, even on the enemy side, giving recognition to Cooke's invaluable work of enabling the Federal government to meet the huge costs of the War. After the War, having earned the reputation as "the foremost financier in the country," Cooke became involved in many large financial ventures, including the building of a railroad to link the East and West coasts of America. In this railroad venture, however, Cooke and his banking firm made a fatal misstep in investing in the Northern Pacific railway. The Northern Pacific turned out to be a house of cards. When Cooke's firm was unable to meet interest payments it owed because of money it had put into the Northern Pacific, the firm went bankrupt; and this caused alarm in the stock market and financial circles.

The roads to wealth of the "financial giants" were not smooth. Like others amassing great wealth, they had to take risks. The tales Minnigerode tells are not only instructive on how individuals have historically made fortunes in business and the characteristics they had for this, but are also cautionary tales on the contingency of great wealth in some circumstances. Jim Fisk, for instance, a larger-than life character "jovial and quick witted [who was also] a swindler and a bandit, a destroyer of law and an apostle of fraud," was presumably killed by a former business partner. Unlike Cooke and Fisk, Cornelius Vanderbilt and John Jacob Astor built fortunes that lasted generations. Vanderbilt - nicknamed Commodore - starting in the New York City area, built ships and established domestic and international merchant and passenger lines. With the government coming to depend on these with the rapid growth of commerce of the period and the Civil War for a time, Vanderbilt practically had monopolistic control of private shipping in the U.S. Astor made his fortune by developing trade and other business in the upper Midwest, which was at the time the sparsely-populated frontier of America, rich in natural resources and other potential with the Great Lakes and regional rivers as a means for transportation.

Although the social and business conditions in the early and mid 1800s when the U.S. was in the early stages of its development were unique to that period, by concentrating on the characteristics, personalities, strategies, and activities of the seven outstanding businessmen of this period, Minnigerode highlights business traits and acumen that are timeless. His sharply-focused, short biographies are colorful and memorable. This author has written many other books and worked in the military and government.

*********

Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test.

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Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today.

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